Common use of Mandatory Prepayment of Loans Clause in Contracts

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company or any Restricted Subsidiary an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.

Mandatory Prepayment of Loans. (a) On If the Borrower or any Domestic Subsidiary shall at any time or from time to time make or agree to make a Disposition of any Collateral or unencumbered assets in excess of the Threshold Amount (other than Dispositions expressly permitted under Sections 7.05(a) through (j), and after (l)) or shall suffer an Event of Loss in excess of the Acquisition Closing Date Threshold Amount, or shall obtain Net Proceeds of any debt of the Borrower (other than Indebtedness permitted under Section 7.03), or equity issuance of the Borrower (other than equity issued in favor of the Sponsors and prior the EAC Shareholders), then, to the Initial Bridge Loan Maturity Dateextent permitted under the First Lien Credit Agreement, the Borrower shall (i) if any New Senior Unsecured Notes shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss or debt or equity issuance (including the amount of the estimated Net Proceeds to be issued or incurred received by the Company Borrower or any Restricted such Domestic Subsidiary in respect thereof) and, (ii) promptly upon, and in no event later than 10 days after, receipt by the Borrower or the Domestic Subsidiary of the Net Proceeds of such Disposition or Event of Loss or debt or equity issuance, the Borrower shall prepay Loans in an aggregate amount equal to 100% the amount of such Net Proceeds (net of the reasonable costs associated with such Disposition or Event of Loss or debt or equity issuance); provided that Net Cash Proceeds thereof shall may be applied on reinvested in assets useful to the date of such issuance or incurrence toward the prepayment business of the Loans as set forth in Section 2.6.4 and Borrower within 180 days (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds which assets do not need to be shared with in accordance with their terms) equal to 100% of the same type as the assets sold or otherwise disposed of to generate such Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4Proceeds). (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered Any prepayments pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms2.04(a) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise requiredi) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictionsfirst, to the extent not created payment in contemplation full of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment Base Rate Loans then outstanding, (subject to the considerations aboveii) to make the relevant payment, other than, for the avoidance of doubtsecond, to the extent resulting from asset sales or operations payment in full of LIBO Rate Loans then outstanding in direct order of Interest Period maturities, and (iii) third, to the Borrower; provided, however, that if the amount of Base Rate Loans then outstanding is not sufficient to satisfy the entire prepayment requirement, the Borrower may, at its option, place any amounts which it would otherwise be required to use to prepay LIBO Rate Loans on a day other than the last day of the Target and its Restricted Subsidiaries prior Interest Period therefor in a blocked, interest bearing Deposit Account at DBZ, subject to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application a Lien in favor of the above provisions Administrative Agent on behalf of the Lenders until the end of such Interest Period at which time such Cash Collateral will be applied to prepay such LIBO Rate Loans. The Borrower shall be net of pay, together with each prepayment under this Section 2.04, accrued interest on the amount prepaid and any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphamounts required pursuant to Section 3.05.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, Within five (i5) if any New Senior Unsecured Notes shall be issued or incurred Business Days of receipt by the Company Borrower or any Restricted of its Subsidiaries of any Net Proceeds from the incurrence of any Indebtedness of the Borrower or such Subsidiary not permitted to be incurred pursuant to Section 6.02, the Borrower shall deposit an amount equal to 100% of such Net Proceeds into a Controlled Account to be applied (to the extent not otherwise applied pursuant to the immediately succeeding proviso) to repay the Term Loans; provided that, subject to Section 2.09(e), the Borrower may use a portion of the Net Cash Proceeds thereof shall be applied on the date of such issuance to prepay or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if repurchase any other Indebtedness (permitted hereunder to the extent that the documentation governing such other than as set forth Indebtedness requires such a prepayment or repurchase thereof with such Net Proceeds, in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary each case in an amount not to exceed the product of (less 1) such Net Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward other Indebtedness and the prepayment denominator of which is the aggregate outstanding amount of Term Loans as set forth in Section 2.6.4and such other Indebtedness. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock Within five (other than (x5) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date receipt by the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(iBorrower or any Subsidiary of any Net Proceeds from (1) a Disposition of any assets or other property (other than a Permitted Disposition), or (ii)2) toward a Recovery Event in respect of any assets or other property, in each case, the Borrower or such Subsidiary shall apply the Prepayment Percentage of such Net Proceeds to repay the Term Loans (provided that (i) the Borrower shall prepay or repurchase any other Indebtedness that is pari passu in right of payment and security with the Term Loans (and to permanently reduce commitments with respect thereto) to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment of the Loans as set forth or repurchase thereof with such Net Proceeds, in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, case in an amount equal not to exceed the product of (1) such Net Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding amount of Term Loans and such other Indebtedness) and (ii) notwithstanding anything to the Reinvestment Prepayment Amount contrary contained in this Section 2.09(b), the amount of any prepayment required under this Section 2.09(b) with respect to assets or other property that the relevant Reinvestment Event (less amounts EETC Secured Parties have a senior Lien on shall be reduced by the aggregate principal amount of the EETC Obligations prepaid and any additional premiums paid in connection therewith as required or applied to repay or reduce commitments under the Senior Secured Credit Facilities EETC Documentation from the proceeds of such sale. Notwithstanding any other provisions of this Section 2.09(b), (A) to the extent any or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment all of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event Disposition by a Subsidiary or the Net Proceeds of a Recovery Event received by a Subsidiary are prohibited or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent delayed by (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted any contractual restriction permitted by this Agreement or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, any applicable local law restrictions (such as restrictions relating to including financial assistance, corporate benefit, benefit restrictions on upstreaming of cash intra-intra group and the fiduciary and statutory duties of the directors of such Subsidiary) from being repatriated or passed on to or used for the relevant Restricted Subsidiaries) benefit of the Borrower or if the Borrower and the Lead Lenders have determined in good faith that repatriation of any such amount to the United States would have material adverse tax consequences (bincluding a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to non-Wholly Owned Restricted Subsidiariessuch amount, organizational document restrictions, to the extent not created in contemplation portion of such prepayments. The non-application Net Proceeds so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.09(b) but may be retained by the applicable Subsidiary so long, but only so long, as the applicable contractual restriction or local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such mandatory prepayment amounts affected Net Proceeds is permitted under the applicable contractual agreement or local law or Borrower determines in compliance with the foregoing provisions of this paragraph good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will not constitute an Unmatured Default or Default be promptly effected and such amounts shall repatriated Net Proceeds will be available for working capital purposes of the Company promptly (and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate in any event not later than five Business Days after such restrictions and/or minimize any such costs of prepayment repatriation) applied (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses additional taxes payable or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising reasonably estimated to be payable as a result thereof) to the prepayment of compliance with the Term Loans pursuant to this paragraphSection 2.09(b).

Mandatory Prepayment of Loans. (a) On and In the event a Borrowing Base Deficiency exists as a result of a Scheduled Redetermination or Special Redetermination of the Borrowing Base, the Borrowers shall, within thirty (30) days after written notice from the Acquisition Closing Date and prior Administrative Agent to the Initial Bridge Loan Maturity DateBorrowers of such Borrowing Base Deficiency, take any of the following actions or a combination thereof to eliminate the Borrowing Base Deficiency: (i) if any New Senior Unsecured Notes shall be issued prepay, without premium or incurred by penalty, the Company or any Restricted Subsidiary an principal amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth (and after all Loans are repaid in full, provide cash collateral in accordance with Section 2.6.4 and 2.06(j)) in an amount sufficient to eliminate such Borrowing Base Deficiency, such prepayment to be made in full on or before the 30th day after the Borrowers’ receipt of notice of such Borrowing Base Deficiency; (ii) if notify the Administrative Agent that it intends to prepay, without premium or penalty (but subject to any funding indemnification amounts required by Section 2.16), the principal amount of such Borrowing Base Deficiency in not more than six (6) equal monthly installments plus accrued interest thereon and make the first such monthly payment on the 30th day after the Borrowers’ receipt of notice of such Borrowing Base Deficiency and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated; or (iii) give notice to Administrative Agent that Borrowers desire to provide Administrative Agent with deeds of trust, mortgages, security agreements, financing statements and other Indebtedness security documents in form and substance satisfactory to Administrative Agent, granting, confirming, and perfecting first and prior Liens or security interests in collateral acceptable to Required Lenders, to the extent needed to cover the Minimum Collateral Amount (other than as set forth they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount which eliminates such Borrowing Base Deficiency, and then provide such security documents within thirty (30) days after the Borrowers’ receipt of notice of such Borrowing Base Deficiency. If Required Lenders determine that the giving of such security documents will not serve to eliminate such Borrowing Base Deficiency, then, within five (5) Business Days after receiving notice of such determination from Administrative Agent, Borrowers will make the prepayments specified in paragraph (ii) of this clause (ia), including the payments which would have previously been made but for its election under this paragraph (iii) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4preceding 30th day. (b) On In the event a Borrowing Base Deficiency occurs as a result of a reduction in the Borrowing Base pursuant to Section 3.06 upon an issuance of Senior Notes, the Borrowers shall prepay the Loans (and after all Loans are repaid in full, provide cash collateral in accordance with Section 2.06(j)) with the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from received as a result of the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by Senior Notes on the Company or its Subsidiaries), 100% of Business Day on which it receives such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled extent necessary to offers for mandatory redemption ratably with any eliminate such Exchange Notes and, if applicable, New Senior Unsecured Notes, if anyBorrowing Base Deficiency. (c) On and after the Acquisition Closing Date, if the Company If any Borrower or any Restricted Subsidiary Disposes of any Borrowing Base Properties (whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary permitted pursuant to Section 7.05 or otherwise), the Borrowers shall receive prepay the Loans (and after all Loans are repaid in full, provide cash collateral in accordance with Section 2.06(j)) to the extent necessary to eliminate any Borrowing Base Deficiency that may exist or that may have occurred as a result of such Disposition on the next Business Day following the day it or any Restricted Subsidiary receives the Net Cash Proceeds from such Disposition. (d) If any Asset Sale Prepayment Event Borrower or Recovery Event thenany Restricted Subsidiary enters into a Hedge Modification, unless the Borrowers shall prepay the Loans (and after all Loans are repaid in full, provide cash collateral in accordance with Section 2.06(j)) to the extent necessary to eliminate any Borrowing Base Deficiency that may exist or that may have occurred as a Reinvestment Notice shall be delivered in respect thereto, 100% result of such Hedge Modification on the next Business Day following the day it or any Restricted Subsidiary receives the Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that from such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt Hedge Modification (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000any Hedge Modification entered into by any Credit Party pursuant to Section 7.03(b)(y), on or prior the next Business Day following the day the Borrowers receive notice from the Administrative Agent of the amount of any adjustment to the date five Business Days after Borrowing Base made by the date Required Lenders pursuant to Section 7.03(b)(y)(ii)). (e) Each prepayment of principal under this section shall be accompanied by all interest then accrued and unpaid on the financial statements for the fiscal quarter principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in which such event occurred are addition to, and not in lieu of, all payments otherwise required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments paid under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate Loan Documents at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation time of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphprepayment.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred by If the Company Borrower or any of its Restricted Subsidiary an amount equal Subsidiaries shall incur (x) any Indebtedness pursuant to Section 6.01(iii) (other than any Permitted Refinancing of Refinancing Notes) or (y) any other Indebtedness not permitted by Section 6.01 (each, a “Debt Incurrence”), 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence within three Business Days after receipt thereof toward the prepayment of the Loans as set forth specified in Section 2.6.4 and 2.05(b)(v). (ii) if If the Borrower or any other Indebtedness of its Restricted Subsidiaries shall receive Net Proceeds from any Asset Sale Prepayment Event, 100% of such Net Proceeds shall be applied within five Business Days after receipt thereof toward the prepayment of the Loans in accordance with Section 2.05(b)(v) below; provided that the Net Proceeds from Asset Sale Prepayment Events permitted by Section 6.05 (other than as Specified Asset Sales to the extent necessary to satisfy the condition set forth in clause (iii) or permitted under Section 6.18of the definition of Specified Asset Sales) shall not be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On provided herein on such date if and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if extent that (1) no Event of Default or Default under Section 7.01(a) or under Section 7.01(i) then exists or would immediately arise therefrom and (2) the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant Borrower delivers an officers’ certificate to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied Administrative Agent on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date within five Business Days after the date the financial statements for the fiscal quarter in which of such event occurred are required Asset Sale Prepayment Event stating that such Net Proceeds shall be reinvested or committed to be delivered pursuant to Section 6.01(i) reinvested in assets used or (ii)) toward useful in the prepayment business of the Loans as Borrower or any Restricted Subsidiary or in Permitted Acquisitions in each case within 365 days following the date of such Asset Sale Prepayment Event (which certificate shall set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to estimates of the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) so expended), and if all or any portion of such Net Proceeds not so applied as provided herein is not so used within such 365-day period (or if, prior to such 365th day, the Borrower or any such Subsidiary shall have entered into a binding agreement to so use any such Net Proceeds, within 180 days following the end of such 365-day period), such remaining portion shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments fromon the first Business Day to occur following such period; provided, andfurther, without duplication, of amounts equal to, Net Cash Proceeds of any if the Property subject to such Asset Sale Prepayment Event constituted Collateral under the Security Documents, then any assets purchased with the Net Proceeds thereof pursuant to this Section 2.05(b)(ii) shall be mortgaged or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibitedpledged, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in as the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictionsmay be, to the extent not created Collateral Agent, for the benefit of the Secured Parties, in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance accordance with Section 5.11; provided, further, notwithstanding the foregoing provisions of this paragraph will not constitute an Unmatured Default foregoing, no notice or Default and such amounts officer’s certificate shall be available for working capital purposes required to be delivered in connection with any reinvestment hereunder if the proceeds of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (Asset Sale Prepayment Event do not exceed $7.5 million; provided further that, subject to the considerations abovesecond preceding proviso, it is hereby understood that Permitted Acquisitions funded with Net Proceeds shall constitute a reinvestment hereunder. (iii) to make If the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries Borrower or any of its Affiliates Restricted Subsidiaries shall receive Net Proceeds from insurance or equity partners condemnation recoveries in respect of any Destruction or any Net Proceeds in respect of any Taking, 100% of the Net Proceeds thereof shall be applied within three Business Days after receipt thereof toward the prepayment of the Loans in accordance with Section 2.05(b)(v) below; provided, that (x) so long as no Event of Default or Default under Section 7.01(a) or under Section 7.01(i) then exists or would arise therefrom, such Net Proceeds shall not be required to be so applied to the extent that the Borrower has delivered an officers’ certificate to the Administrative Agent promptly following the receipt of such Net Proceeds stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were paid or (2) reinvest in other Property used or usable in the business of the Borrower or the Restricted Subsidiaries, in each case within 365 days following the date of the receipt of such Net Proceeds and arising (y) if all or in respect of Permitted Acquisitions any portion of such Net Proceeds not so applied as provided herein is not so used within 365 days (or if, prior to such 365th day, the Borrower or any such Subsidiary shall have entered into a result binding agreement to so use any such Net Proceeds, within 180 days following the end of compliance such 365-day period) after the date of the receipt of such Net Proceeds, such remaining portion shall be applied on the first Business Day to occur following such period toward the prepayment of the Loans; provided, further, if the Property subject to such Destruction or Taking constituted Collateral under the Security Documents, then any replacement or substitution Property purchased with the Net Proceeds thereof pursuant to this paragraphSection 2.05(b)(iii) shall be mortgaged or pledged, as the case may be, to the Collateral Agent, for the benefit of the Secured Parties, in accordance with Section 5.11; provided, further, notwithstanding the foregoing, no notice or officers’ certificate shall be required to be delivered in connection with any such reinvestment hereunder if the proceeds of the Destruction, Taking or other such events described in this clause, do not exceed $7.5 million; provided that, subject to the second preceding proviso, it is hereby understood that any Permitted Acquisitions made with Net Proceeds shall constitute a reinvestment hereunder. (iv) If there shall be Excess Cash Flow for any Excess Cash Flow Period, an amount equal to (a) the Excess Cash Flow Percentage of such Excess Cash Flow less (b) the sum of the aggregate amount of (x) voluntary prepayments of the Term Loans and (y) voluntary prepayments of the Revolving Credit Loans to the extent accompanied by permanent optional reductions of the Revolving Credit Commitments, in each case, made pursuant to Section 2.05(a) during such Excess Cash Flow Period, shall be applied, not later than 10 days after the date upon which the Borrower is required to deliver its annual audit report pursuant to Section 5.01(b), toward the prepayment of the Loans in accordance with Section 2.05(b)(v) below. (v) All mandatory prepayments made pursuant to this Section 2.05(b) shall be applied: first, to the remaining scheduled amortization payments of the Term Loans pursuant to Section 2.06(c), in direct order of maturity to installments payable during the 24 months following the date of prepayment; second, on a pro rata basis, to remaining scheduled amortization payments of the Term Loans pursuant to Section 2.06(c); third, to any outstanding Swingline Loans; and fourth, to any outstanding Revolving Credit Loans (but without a reduction of the Revolving Credit Commitments). Any repayment to be applied to the Loans of a Class pursuant to this Section 2.05(b) shall be applied on a pro rata basis to the Loans of such Class.

Mandatory Prepayment of Loans. (a) On and after Subject to Section 2.06(c), on the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred date of receipt by the Company Borrower or any Restricted Subsidiary (or affiliate thereof) of any Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the such Net Cash Proceeds thereof (together with any amounts due pursuant to Section 2.07 or Section 2.09); provided that the Borrower shall have no obligation to prepay the Loans (i) to the extent that such Net Cash Proceeds are attributable to a Disposition permitted by clauses (a), (c), (e), (f), (g), (h) and (j) of Section 7.04, (ii) to the extent that such Net Cash Proceeds for any Disposition are not in excess of $1,000,000 individually or $10,000,000 in the aggregate for all such Dispositions or (iii) with respect to any Casualty Event or any Disposition permitted pursuant to clause (k) (but only with respect to Dispositions of Core Assets that were acquired by the Borrower or any Restricted Subsidiary following the Availability Date (it being understood that any Net Cash Proceeds received from other Dispositions pursuant to clause (k) shall not be able to be reinvested pursuant to this clause (iii)) and clause (l) of Section 7.04, if, within 365 days after receipt of such Net Cash Proceeds, the Borrower uses such Net Cash Proceeds to purchase, or otherwise reinvests such Net Cash Proceeds in, Oil and Gas Interests useful in the business of the Credit Parties (in each case, as certified by the Borrower in a certificate of a Responsible Officer delivered to the Administrative Agent and the Lead Lender); provided further that, if all or any portion of such Net Cash Proceeds are not so reinvested within the time period specified (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities period (or any Permitted Refinancing thereofsuch earlier date, as the case may be) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereofas provided in this Section 2.06(a) permit such proceeds without regard to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4this proviso. (b) Subject to Section 2.06(c), on the date of any Change of Control, the Borrower shall offer to prepay the principal amount of the Loans then outstanding at par, together with an amount equal to one percent (1%) of the principal amount of the Loans so required to be prepaid and all accrued interest thereon. (c) On the date of any Change of Control pursuant to clause (d) of the definition of “Change of Control”, the Borrower shall notify the Administrative Agent and the Lead Lender of such Change of Control. Promptly after the Acquisition Closing Date and prior date of receipt of such notice the Lead Lender, in its sole discretion, shall determine whether a prepayment obligation of the Borrower shall arise under Section 2.06(a) or Section 2.06(b) (but, not both). Promptly thereafter the Lead Lender shall provide written notice to the Initial Bridge Loan Maturity DateBorrower of the Lead Lender’s election. On the Business Day following the Borrower’s receipt of such notice, the Borrower shall then comply with all requirements set forth in Section 2.06(a) or Section 2.06(b), as applicable. (d) Notwithstanding anything in this Agreement to the contrary, each Lender, in its sole discretion, may, but is not obligated to, waive the Borrower’s requirement to make any prepayments pursuant to this Section 2.06 with respect to such Lender’s Applicable Percentage of such prepayment and such waiver shall not require a separate waiver and/or consent to this Agreement. Upon the dates set forth in this Section 2.06 for any such prepayment, the Borrower shall notify the Administrative Agent of the amount that is available to prepay the Loans (the “Prepayment Amount”). Promptly after the date of receipt of such notice, the Administrative Agent shall provide written notice (the “Offer”) to the Lenders of the amount available to prepay the Loans. Any Lender declining such prepayment (a “Declining Lender”) shall give written notice (each, a “Rejection Notice”) thereof to the Administrative Agent by 12:00 noon, New York, New York time, no later than three (3) Business Days after the date of such notice from the Administrative Agent; provided, that, if a Lender fails to deliver a Rejection Notice to the Company Administrative Agent within the time frame specified above, such failure will be deemed an acceptance of such Lender’s pro rata share of the Offer. The Borrower shall prepay the Loans within one Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such prepayment. On such date, the Administrative Agent shall then provide written notice (the “Second Offer”) to the Lenders other than the Declining Lenders (such Lenders, the “Accepting Lenders”) of the additional amount available (due to such Declining Lenders’ declining such prepayment) to prepay Loans owing to such Accepting Lenders, with such available amount to be allocated on a pro rata basis among the Accepting Lenders that accept the Second Offer. Any Lenders declining prepayment pursuant to such Second Offer shall give written notice thereof to the Administrative Agent by 12:00 noon, New York, New York time, no later than three (3) Business Days after the date of such notice of a Second Offer; provided, that, if a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, such failure will be deemed an acceptance of such Lender’s pro rata share of the Second Offer. The Borrower shall prepay the Loans within one Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation of accepted amounts with respect to the Second Offer to Accepting Lenders shall be retained by the Borrower. (e) Notwithstanding any other provisions of this Agreement or any Restricted Subsidiary other Loan Document, no prepayment of the Loans shall receive be required pursuant to this Section 2.06 (i) to the extent that such prepayment would violate the Intercreditor Agreement or (ii) with respect to any Disposition of any Borrowing Base Properties (as defined in the Revolving Credit Agreement), to the extent such Disposition results in a Borrowing Base Deficiency and then such payment shall not be required only to the extent such Net Cash Proceeds from are applied to cure the issuance or sale of Capital Stock (other than (x) issuances pursuant to Borrowing Base Deficiency in accordance with the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock terms of the Company representing or Revolving Credit Agreement; provided, that, so long as such Net Cash Proceeds are held in connection a Segregated Collateral Account until applied in accordance with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries)this Section 2.06, 100% of no such Net Cash Proceeds shall be required to be applied in accordance with this Section 2.06 prior to the earlier of (i) the next Redetermination Date following such Disposition and (ii) the first date on which the date Revolving Lenders have the right (whether automatic or otherwise) to reduce or redetermine the Borrowing Base under the Revolving Credit Agreement as a result of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity DateDisposition; provided, Loans hereunderfurther, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, that it is understood and shall be entitled to offers for mandatory redemption ratably with agreed that any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under either (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties excess of the directors amount required to cure the Borrowing Base Deficiency in accordance with the terms of the relevant Restricted Subsidiaries) and Revolving Credit Agreement or (b) with respect otherwise not required to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created be applied in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance accordance with the foregoing provisions terms of the Revolving Credit Agreement, in each case, will be applied in accordance with this Section 2.06 after taking into account the time period in the first proviso of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment clause (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphe).

Mandatory Prepayment of Loans. (ai) On (A) The Parent Borrower shall, in accordance with Section 4.4(b)(iii) and subject to Section 4.12, prepay the Term Loans to the extent required by Section 8.4(b) (subject to Section 8.4(c)) and (B) if on or after the Acquisition Closing Date the Parent Borrower or any of its Restricted Subsidiaries shall incur (x) Specified Refinancing Term Loans or (y) Indebtedness for borrowed money (excluding Indebtedness permitted to be Incurred hereunder), then the Parent Borrower shall, in accordance with Section 4.4(b)(iii) and subject to Section 4.12, prepay the Term Loans (or, in the case of the Incurrence of Specified Refinancing Term Loans, the Tranche of Term Loans being refinanced in an amount equal to 100.0% of the Net Proceeds thereof minus in the case of clauses (A) and (B)(y), the portion of such Net Proceeds applied (to the extent the Parent Borrower or any of its Subsidiaries is required by the terms thereof) to prepay, repay or purchase Pari Passu Indebtedness on a no more than pro rata basis with the Term Loans (excluding for purposes of such pro rata calculation, the Initial Term C Loans and other Term Loans in the form term “C” loans, unless no other Term Loans are outstanding hereunder), in each case, with such prepayment to be made on or before the fifth Business Day following the date of receipt of any such Net Proceeds. Nothing in this Section 4.4(b)(i) shall limit the rights of the Agents and the Lenders set forth in Section 9. (ii) The Parent Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans pursuant to Section 4.4(b)(i) (and in any event within five Business Days) upon becoming obligated to make such prepayment. Such notice shall state that the Parent Borrower is offering to make or will make such mandatory prepayment (i) in the case of mandatory prepayments pursuant to Section 4.4(b)(i)(A), on or before the date specified in Section 8.4(b) and (ii) in the case of mandatory prepayments pursuant to Section 4.4(b)(i)(B), on or before the date specified in Section 4.4(b)(i)(B) (each, a “Prepayment Date”). Subject to the following sentence, once given, such notice shall be irrevocable and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in the last sentence of this Section 4.4(b)(ii)). Any such notice of prepayment pursuant to Section 4.4(b)(i) may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent, on or prior to the Initial Bridge Loan Maturity specified effective date) if such condition is not satisfied. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment and the Prepayment Date. The Parent Borrower (in its sole discretion) may give each Lender the option (in its sole discretion) to elect to decline any such prepayment by giving notice of such election in writing to the Administrative Agent by 11:00 A.M., New York City time, on the date that is three Business Days prior to the Prepayment Date. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Parent Borrower of such election. Any amount so declined by any Lender may, at the option of the Parent Borrower, be applied to pay or prepay Indebtedness, or otherwise be retained by the Parent Borrower and its Subsidiaries or applied by the Parent Borrower or any of its Subsidiaries in any manner not inconsistent with this Agreement. (iii) Subject to the last sentence of Section 4.4(b)(ii), (i) if any New Senior Unsecured Notes prepayments of Term Loans pursuant to Section 4.4(b)(i)(A) shall be issued or incurred applied (x) first, to Term Loans (other than Initial Term C Loans and other Term Loans in the form of term “C” loans) on a pro rata basis among such Tranches of Term Loans (and ratably within each applicable Tranche of Term Loans) and (y) after application pursuant to clause (x), to Initial Term C Loans and other Term Loans in the form of term “C” loans on a pro rata basis among such Tranches of Term Loans (and ratably within each such Tranche of Term Loans), (ii) prepayments of Term Loans pursuant to Section 4.4(b)(i)(B)(x), to the applicable Tranche of Term Loans being refinanced with Specified Refinancing Term Loans (and ratably within such Tranche of Term Loans) and (iii) prepayments of Term Loans of a given tranche pursuant to Section 4.4(b)(i)(B)(y), to each Tranche of Term Loans on a ratable basis among such Tranches of Term Loans (and ratably within each such Tranche of Term Loans). Subject to the last sentence of Section 4.4(b)(ii) and Section 4.4(h), prepayments of the Term Loans pursuant to Section 4.4(b)(i)(A) and Section 4.4(b)(i)(B)(y) shall be applied pro rata to the respective installments of principal thereof, provided that notwithstanding the foregoing, any such partial prepayment may, at the option of the Parent Borrower, be first allocated to such Term Loans pro rata based upon the aggregate amount of the installments thereof due in the next twelve months and then the remainder of such partial prepayment shall be allocated and applied as set forth above. Subject to the last sentence of Section 4.4(b)(ii) and Section 4.4(h), prepayments of the Term Loans pursuant to Section 4.4(b)(i)(B)(x) shall be applied within each applicable Tranche of Term Loans pro rata to the respective installments of principal thereof in the manner directed by the Company Parent Borrower (or, if no such direction is given, in direct order of maturity). Notwithstanding any other provision of this Section 4.4, a Lender may, at its option, and if agreed by the Parent Borrower, in connection with any prepayment of Term Loans pursuant to Section 4.4(a)(i) or (b)(i)(A) or (B), exchange such Lender’s portion of the Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment (and any such Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents). (iv) Amounts prepaid on account of Term Loans pursuant to Section 4.4(a)(i) or 4.4(b)(i) may not be reborrowed. (v) In the event that on any date the Administrative Agent calculates that (i) the Aggregate Outstanding Revolving Credit with respect to all of the Lenders (including the Swing Line Lender) exceeds the aggregate Revolving Commitments then in effect (other than any such excess occurring by reason of any change in exchange rates) or (ii) the Aggregate Outstanding Revolving Credit with respect to all of the Lenders (including the Swing Line Lender) exceeds 105% of the aggregate Revolving Commitments then in effect by reason of any change in exchange rates (it being understood and agreed that no Default or Event of Default shall arise hereunder or under any Loan Document merely as a result of the occurrence of any such excess described in clauses (i) or (ii) by reason of any change in exchange rates), in each case under clause (i) or (ii), the Administrative Agent will give notice to such effect to the Parent Borrower and the Lenders. Following receipt of any such notice, the Borrowers will, as soon as practicable but in any event within five Business Days of receipt of such notice, first, make such repayments or prepayments of Revolving Loans (together with interest accrued to the date of such repayment or prepayment), second, pay any Reimbursement Amounts with respect to Revolving Letter of Credit then outstanding and, third, cash collateralize any outstanding Revolving L/C Obligations on terms reasonably satisfactory to the applicable Revolving Issuing Lender as shall be necessary to cause the Aggregate Outstanding Revolving Credit with respect to all of the Lenders (including the Swing Line Lender) to no longer exceed the aggregate Revolving Commitments then in effect; provided that in the case of clauses (i) and (ii) above, the Dollar Equivalent of any such excess shall be calculated as of the date of such notice and the amount of any such repayment, prepayment, payment or cash collateralization shall be calculated after giving effect to any other repayment, prepayment, payment or cash collateralization required to be made on such day pursuant to this Section 4.4(b)(v)). If any such repayment or prepayment of a Eurocurrency Loan or BA Equivalent Loan pursuant to this Section 4.4(b)(v) occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrowers shall pay to the Lenders such amounts, if any, as may be required pursuant to Section 4.12. (vi) The Borrowers shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing of Revolving Loans. Upon the incurrence by the Parent Borrower or any Restricted Subsidiary of any Specified Refinancing Revolving Loans, the Borrowers shall prepay an aggregate principal amount of the Tranche of Revolving Loans being refinanced in an amount equal to 100% of the all Net Cash Proceeds received therefrom promptly (and in any event within five Business Days) following receipt thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company Parent Borrower or any such Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4Subsidiary. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If any New Senior Unsecured Notes shall be issued or incurred by the Company Loan Party or any of its Restricted Subsidiary an amount equal to 100% Subsidiaries Disposes of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness Property (other than as set forth in clause any Disposition of any Property permitted by Section 7.8(a) through (ih), (j) or permitted under Section 6.18(k)) which results in the realization by such Person of Net Cash Proceeds, Borrower shall be issued or incurred by the Company or any Restricted Subsidiary prepay an aggregate principal amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) of Term Loans equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall within three (3) Business Days of receipt thereof by such Person (such prepayments to be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Dateas set forth in clause (v) below); provided, Loans hereunderhowever, if any, shall be subject that with respect to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from realized under a Disposition described in this Section 2.8(d)(i), at the election of Borrower, and so long as no Event of Default shall have occurred and be continuing or shall result therefrom, such Loan Party or such Restricted Subsidiary may reinvest all or any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% portion of such Net Cash Proceeds in operating assets or other assets useful to its business so long as within 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by Borrower in writing to Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not required or so reinvested within such 180-day period shall be immediately applied to repay the prepayment of the Term Loans as set forth in this Section 2.8(d)(i), and (B) if an Event of Default has occurred and is continuing at any time that any Loan Party or any of its Restricted Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be applied within three (3) Business Days following the first occurrence of such Event of Default to the prepayment of the Term Loans as set forth in this Section 2.8(d)(i). (ii) Concurrently with the issuance by any Loan Party (or, as part of a Qualified IPO, a direct or indirect holding company of the Borrower) of any of its stock or other Equity Interests (other than to another Loan Party) prior to or as part of a Qualified IPO, Borrower shall prepay the Loans in the amount equal to the lesser of (A) the amount necessary to reduce commitments the principal amount of Loans (taken as a whole) outstanding under this Agreement to not greater than $300,000,000, or (B) the Senior Secured amount necessary to reduce the Leverage Ratio on a pro forma basis to not greater than 3.00 to 1.00, which prepayment shall be applied (a) first, to repayment of $75,000,000 of the principal balance of the Term Loans then outstanding, and (b) any remainder to be applied among the remaining principal balance of the Term Loans and the principal balance of the Revolving Credit Facilities Loans in such proportions as Borrower may specify in writing to Administrative Agent prior to or concurrently with such prepayment (or, if no such allocation is received by the Administrative Agent by the date of prepayment, then as set forth in clause (v) below). For avoidance of doubt, no prepayment shall be required under this clause (ii) with respect to Equity Interests issued after the consummation of a Qualified IPO. (iii) Concurrently with the incurrence or issuance by any Loan Party of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 7.1), Borrower shall prepay the Term Loans in an amount equal the Net Cash Proceeds thereof, which prepayment shall be applied as set forth in clause (v) below. (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.8(d), Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within one (1) Business Day of receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or any Permitted Refinancing payments in lieu thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities indemnity payments, at the election of Borrower (or any Permitted Refinancing thereof) permit such proceeds as notified by Borrower to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, Administrative Agent on or prior to the date five of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Restricted Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real Property (or invest in other assets useful to the business of the Loan Parties) in respect of which such cash proceeds were received; and provided further, however, that (A) any cash proceeds not so applied within such 180-day period shall be applied not later than three (3) Business Days after following the date the financial statements for the fiscal quarter in which such event occurred are required expiration thereof to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Term Loans as set forth in this Section 2.6.4; provided that2.8(d)(iv), notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, and (B) if an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required of Default has occurred and is continuing at any time that any Loan Party or any of its Restricted Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been applied to repay replace or reduce commitments under repair the Senior Secured Credit Facilities (equipment, fixed assets or any Permitted Refinancing thereof) or other senior secured Indebtedness that real Property in respect of which such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit cash proceeds were received, such cash proceeds to be shared with in accordance with their terms) shall be applied toward within three (3) Business Days following the first occurrence of such Event of Default to the prepayment of the Term Loans as set forth in this Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds 2.8(d)(iv). (v) Upon the occurrence of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary event triggering the prepayment requirement under clauses (i) through (iv) above, the Borrower shall deliver written notice thereof to the extent Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Except as otherwise requiredprovided under clause (ii) will above, each prepayment of the Loans under this Section 2.8(d) shall be limited applied as follows: first, ratably between the Term Loans to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties remaining scheduled amortization payments of the directors Term Loans in inverse order of the relevant Restricted Subsidiaries) maturity and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictionssecond, to the extent not created in contemplation of such prepayments. The non-application of any excess, to repay the Revolving Credit Loans, without a corresponding reduction in the Revolving Credit Commitments. (vi) If upon the repayment in full of all Term Loans, the Revolving Credit Commitment of Texas Capital Bank is not equal to or greater than the highest Revolving Credit Commitment held by any other Revolving Credit Lender, then Texas Capital Bank may request any or all of the other Lenders to sell and assign some or all of their respective Revolving Credit Commitments to Texas Capital Bank at such mandatory prepayment amounts Lenders’ option in compliance with such amount(s) as Texas Capital Bank may designate in order for Texas Capital Bank’s resulting Revolving Credit Commitment to be not less than that of any other Revolving Credit Lender. Absent contrary written agreement among the foregoing provisions affected parties (which shall not require the consent of this paragraph will not constitute an Unmatured Default or Default any other Person), any such sale and such amounts assignment shall be available for working capital purposes of made at par pursuant to an Assignment and Assumption, and the Company affected parties shall work together in good faith to consummate such sale and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment assignment not later than ten (subject 10) Business Days following Texas Capital Bank’s written notice to the considerations aboveapplicable Revolving Credit Lender(s) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with under this paragraphclause (vi).

Mandatory Prepayment of Loans. (a) On In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and after the Acquisition Closing Date all outstanding Swingline Loans and prior replace all (or make other arrangements, including providing cash collateral or a supporting letter of credit, acceptable to the Initial Bridge Loan Maturity DateIssuing Bank in its sole discretion, with respect thereto) outstanding Letters of Credit. If as a result of any partial reduction of the Revolving Credit Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (ior a combination thereof) if any New Senior Unsecured Notes shall be issued and/or replace outstanding (or incurred by the Company or any Restricted Subsidiary make such other arrangement with respect to) Letters of Credit in an amount equal sufficient to eliminate such excess. (b) Upon the consummation of an Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds relating to such Asset Sale within 545 days (or such lesser number of days that may be applicable to the Net Cash Proceeds of such Asset Sale under any agreement governing Specified Secured Indebtedness) of receipt thereof either (i) to prepay Term Loans in accordance with Section 2.10(g) (provided that, if at the time of such prepayment, any portion of such Net Cash Proceeds is also required to be used to prepay, or to make an offer to prepay, any Specified Secured Indebtedness, then the Borrower shall only be required to prepay the Term Loans under this Section 2.10(b) with such Net Cash Proceeds equally and ratably with such Specified Secured Indebtedness); or (ii) to reinvest in Productive Assets (provided that this requirement shall be applied on deemed satisfied if the Borrower or such Restricted Subsidiary by the end of such 545-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into), or (iii) a combination of such issuance or incurrence toward prepayment and investment permitted by the prepayment foregoing clauses (i) and (ii). (c) [Intentionally Omitted.] (d) No later than the earlier of (i) ninety (90) days after the end of each fiscal year of the Loans as set forth in Section 2.6.4 Borrower, commencing with the fiscal year ending on September 30, 2014, and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under the date on which the financial statements with respect to such period are delivered pursuant to Section 6.18) 5.01(a), the Borrower shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with prepay outstanding Term Loans in accordance with their termsSection 2.10(g) in an aggregate principal amount equal to 10050% of Excess Cash Flow for the Net Cash Proceeds thereof fiscal year then ended, minus Voluntary Prepayments made during such fiscal year; provided (x) that the amount of such prepayment shall be applied on the date reduced to 25% of such issuance Excess Cash Flow if the Consolidated Leverage Ratio at the end of such fiscal year shall be equal to or incurrence toward less than 5.00 to 1.00, but greater than 4.50 to 1.00, and (y) such prepayment shall not be required if the prepayment Consolidated Leverage Ratio at the end of the Loans as set forth in Section 2.6.4such fiscal year shall be equal to or less than 4.50 to 1.00. (be) On and after In the Acquisition Closing Date and prior to the Initial Bridge event that any Loan Maturity Date, if the Company Party or any Restricted Subsidiary subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or sale incurrence of Capital Stock Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (xand in any event not later than the third Business Day next following) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion receipt of such equity component Net Cash Proceeds by the Company such Loan Party or its Subsidiaries)such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.10(g). (f) With respect to mandatory prepayments of outstanding Term Loans under this Agreement made pursuant to this Section 2.10, each Term Lender may elect, by written notice to the Agent at the time and in the manner specified by the Agent, to decline all (but not less than all) of its pro rata share of such Term Loan prepayment, in which case the amounts so rejected may be retained by the Borrower. (g) The Borrower shall deliver to the Agent, at the time of each prepayment required under this Section 2.10, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. Each prepayment of a Borrowing shall be applied on ratably to the date Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as required by Section 2.12. All prepayments of such issuance Borrowings under this Section 2.10 shall be subject to Section 2.15, but shall otherwise be without premium or sale toward penalty. (h) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably among the prepayment of Tranche B Term Loans, the Tranche C Term Loans and the Other Term Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after applied pro rata against the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered remaining scheduled installments of principal due in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Tranche B Term Loans, Tranche C Term Loans as set forth in Section 2.6.4and the Other Term Loans; provided that, notwithstanding if at the foregoingtime of any prepayment pursuant to this Section 2.10 there shall be Term Borrowings of different Types or Eurodollar Term Borrowings with different Interest Periods, and if some but not all Term Lenders shall have accepted such mandatory prepayment, then the aggregate amount of such mandatory prepayment shall be allocated ratably to each outstanding Term Borrowing of the accepting Term Lenders. If no later than each Reinvestment Prepayment DateTerm Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.10(f), an amount equal to the Reinvestment Prepayment Amount then, with respect to such mandatory prepayment, the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that amount of such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) mandatory prepayment shall be applied toward first to Term Loans that are ABR Loans to the prepayment of full extent thereof before application to Term Loans that are Eurodollar Loans in a manner that minimizes the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds amount of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (payments required to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphBorrower pursuant to Section 2.15.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If for any New Senior Unsecured Notes reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be issued required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (ii) Subject to paragraph (v) of this Section 2.05(b), in the event and on each occasion that any Net Cash Proceeds are received by or incurred by on behalf of the Company Borrower or any Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (a) or (b) of the definition thereof, the Borrower shall, within thirty (30) days after such Net Cash Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds thereof shall be applied on Proceeds; provided that in the date case of any such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth event described in clause (ia) or permitted under Section 6.18(b) shall be issued or incurred by of the Company definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities applies (or any Permitted Refinancing thereofcommits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereofto apply) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of from such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. event (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject required pursuant to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered this paragraph in respect thereto, 100% of such Net Cash Proceeds except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of the twelve month (or, if committed to be so applied within twelve months of the receipt of such Net Cash Proceeds, eighteen months) period following receipt of such Net Cash Proceeds, at the end of which period a prepayment shall be required or applied in an amount equal to repay or reduce commitments under the Senior Secured Credit Facilities applicable percentage of such Net Cash Proceeds that have not been so applied; provided, further, that with respect to any Prepayment Event referenced in paragraph (or any Permitted Refinancing thereofa) or other senior (b) of the definition thereof, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, in which case, the amount of prepayment required to be made with respect to such Net Cash Proceeds pursuant to this Section 2.05(b)(ii) shall be deemed to be the amount equal to the product of (x) the applicable percentage of the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (c) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph; 85 US-DOCS\136335661.3 (iii) Subject to paragraph (v) of this Section 2.05, following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay Term Loans in an aggregate amount equal to the Required Percentage of Excess Cash Flow for such fiscal year; provided that such Senior Secured amount shall be reduced by the aggregate principal amount of prepayments (other than prepayments pursuant to Sections 2.05(b)(ii), (iii) or (iv)) of Term Loans, Other Applicable Indebtedness and Revolving Credit Facilities Loans (or any Permitted Refinancing thereofto the extent of, in the case of Revolving Credit Loans, a corresponding Revolving Credit Commitment reduction) permit made during such proceeds fiscal year, and no such prepayment shall be required if the amount that would be required to be shared with in accordance with their terms, repaid is less than or equal to $10,000,000. Each prepayment pursuant to this paragraph shall be applied on or prior to made not later than the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the on which financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i6.01(a) or (ii)) toward for the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount fiscal year with respect to the relevant Reinvestment Event (less amounts required or applied which such prepayment is made. All prepayments made pursuant to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their termsthis Section 2.05(b)(iii) shall be applied toward solely to the outstanding Term Loans (and any Incremental Term Loans or Other Term Loans to the extent provided for in the applicable Incremental Facility Amendment or Refinancing Amendment; provided that the Term Loans receive not less than the pro rata portion of such prepayment unless otherwise agreed). (iv) Subject to paragraph (v) of this Section 2.05, in the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Loans Borrower or any Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (c) of the definition thereof, the Borrower shall, on the same day as set forth in such incurrence or issuance of the applicable Indebtedness, and otherwise within five (5) Business Days, prepay the principal amount of Term Loans. (v) Notwithstanding any other provisions of this Section 2.6.4. Prepayments from2.05, and, without duplication, (i) to the extent that any or all of amounts equal to, the Net Cash Proceeds of any Asset Sale Disposition by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 2.05(b)(ii) (a “Foreign Disposition”), the Net Cash Proceeds of any Prepayment Event or Recovery Event by or of from a Foreign Subsidiary (to the extent otherwise required) will a “Foreign Prepayment Event”), or Excess Cash Flow would be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted prohibited or delayed by applicable laws, local law or (y) restricted by applicable organizational or constitutive documents or any agreement (including as a result of minority ownership) from being repatriated to the United States, or (ii) to the extent that the Borrower has determined in good faith that the repatriation of any or all of the Net Cash Proceeds of any Foreign Subsidiaries’ funds to fund such prepayment could Disposition, any Foreign Prepayment Event or Excess Cash Flow would reasonably be expected to result in have an adverse tax consequences consequence (which, for the avoidance of doubt, includes, but is not limited to, the imposition of any taxable or deemed dividend pursuant to Section 956 of the Company and its Restricted Code (taking into account any available tax credits or deductions) or withholding tax) on a Loan Party or any of their Subsidiaries or any of their direct or indirect equity owners (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (bother than de minimis adverse tax consequences) with respect to non-Wholly Owned Restricted Subsidiariessuch Net Cash Proceeds or Excess Cash Flow or could give rise to risk of liability for the directors of such Subsidiary, organizational document restrictionsin each case the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required, subject to this Section 2.05(b)(v), to be applied to repay Term Loans at the extent times provided in Section 2.05(b)(iii), or the Borrower shall not created be required to make a prepayment at the time provided in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with Section 2.05(b)(ii), as the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default case may be, and instead, such amounts may be retained and shall be available for working capital purposes of the Company and Borrower or its Restricted Subsidiaries. The Company will undertake Subsidiaries (the Borrower and the Restricted Subsidiaries hereby agreeing to use all commercially reasonable efforts (as determined in the Borrower’s reasonable business judgment) for a period of not less than one year to otherwise cause the applicable Foreign Subsidiary to overcome or eliminate any such restrictions and/or to minimize any such costs of prepayment (and/or use the other cash resources of each Loan Party and Restricted Subsidiaries, subject to the considerations above) foregoing, to make the relevant paymentprepayment), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or applicable organizational or constitutive impediment or other thanimpediment or there are no such adverse tax consequences (other than de minimis tax consequences), such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three Business Days after such repatriation could be made) applied (net of additional taxes, costs and expenses payable or reserved against as a result thereof) (whether or not 86 US-DOCS\136335661.3 (vi) Except as otherwise provided in this Section 2.05(b), all amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows: with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Credit Loans, and, third, to Cash Collateralize the remaining L/C Obligations to the extent required by Section 2.05(b)(i), and with respect to all amounts prepaid pursuant to Section 2.05(b)(ii)-(iv), to the Term Loans, (to the remaining principal amortization payments in direct order of maturity). Each such Term Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 2.05(b) by providing notice to the Administrative Agent, no later than 11:00 a.m., New York City time, one Business Day following receipt of such mandatory prepayment notice; provided that for the avoidance of doubt, no Lender may reject any prepayment made with the proceeds of Refinancing Indebtedness. All such prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans (or SOFR Loans, in the case of the Revolving Credit Facility) in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. If the Borrower is required to make a mandatory prepayment of Eurodollar Rate Loans or SOFR Loans under this Section 2.05(b), so long as no Event of Default exists, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans or SOFR Loans and shall be applied to the prepayment of the applicable Eurodollar Rate Loans or SOFR Loans at the end of the current Interest Periods applicable thereto or, sooner, at the election of the Administrative Agent, upon the occurrence of an Event of Default. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing on or prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans or SOFR Loans; any interest earned on such Cash Equivalents will be for the account of the Borrower and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Cash Equivalents to the extent resulting from asset sales or operations necessary in order that the amount of the Target and its Restricted Subsidiaries prior prepayment to be made with the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall deposited amounts may not be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphreduced.

Mandatory Prepayment of Loans. (a) On Subject to Sections 2.11(f) and after 2.13, in the Acquisition Closing Date event and prior to the Initial Bridge Loan Maturity Date, on each occasion that (i) the Revolving L/C Exposure exceeds 105% of the Revolving L/C Specified Amount, EnergySolutions shall deposit, within two Business Days of receiving notice from the Administrative Agent thereof, cash collateral in the Revolving L/C Cash Collateral Account in accordance with Section 2.6(l) and (ii) the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment (except as a result of Exchange Rate fluctuations not requiring the deposit of cash collateral pursuant to clause (i) above), EnergySolutions shall immediately prepay Revolving Borrowings (or, if any New Senior Unsecured Notes no such Borrowings are outstanding, deposit cash collateral in the Revolving L/C Cash Collateral Account in accordance with Section 2.6(l)), in each case in such amounts and such currencies as shall be issued or incurred by necessary to eliminate such excess. (b) Subject to Sections 2.11(f) and 2.13, in addition to the Company or any Restricted Subsidiary scheduled repayments provided for in Section 2.8(b), EnergySolutions shall prepay Term Loans in an aggregate amount equal to 100% of the Net Cash Proceeds (i) from any Permitted Asset Sales (other than any Excluded Asset Sales) and (ii) received as a result of any casualty or condemnation. Notwithstanding the foregoing, with respect to any Net Proceeds received or realized in respect of any Permitted Asset Sales (other than any Excluded Asset Sales) or any insured casualty events, so long as no Default or Event of Default shall have occurred and be continuing, EnergySolutions may reinvest all or any portion of such Net Proceeds (but, in the case of Net Proceeds received or realized in respect of an insured casualty event, not in excess of $10,000,000 per any such event) in assets used or useful in its business within 365 days following receipt of such Net Proceeds (or, if longer, within a period of 180 days after entry by EnergySolutions or one or more of its Subsidiaries during such 365-day period into a written agreement with a third party to acquire such assets with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied; provided, however, that (A) if the property subject to such asset sale or casualty event constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this paragraph shall be mortgaged or pledged, as the case may be, to the Administrative Agent for the benefit of the Secured Parties and (B) if any Net Proceeds are no longer intended to be so reinvested in assets in accordance with the provisions of this paragraph at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Proceeds shall be immediately applied on the date of such issuance or incurrence toward to the prepayment of the Term Loans as set forth in accordance herewith. (c) Subject to Sections 2.11(f) and 2.13, in addition to the scheduled repayments provided for in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth 2.8(b), EnergySolutions shall prepay Term Loans in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an aggregate amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied received after the Closing Date from any Indebtedness for Money Borrowed incurred by Parent, EnergySolutions or any of their respective Subsidiaries, except for Indebtedness for Money Borrowed permitted by Section 7.1 (other than Section 7.1(u)), on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4third Business Day following receipt thereof. (bd) On Subject to Sections 2.11(f) and after the Acquisition Closing Date and prior 2.13, in addition to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) scheduled repayments provided for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its SubsidiariesSection 2.8(b), 100% of such Net Cash Proceeds shall be applied for each fiscal year during the term hereof (commencing with the fiscal year ending on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity DateDecember 31, Loans hereunder2011), if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after following delivery of the financial statements required by Section 6.2 (and in any event no later than the last day on which such receipt financial statements may be delivered in compliance with such Section), EnergySolutions shall prepay Term Loans, in an aggregate amount equal to (i) 50%, if the Leverage Ratio as of the end of such fiscal year is equal to or greater than 3.0:1.0, or (ii) 25%, if the Leverage Ratio as of the end of such fiscal year is less than 3.0:1.0 but greater than 1.0:1.0, in the each case of an Asset Sale Prepayment Event or Recovery Event in an the excess of (A) Excess Cash Flow for such fiscal year over (B) the aggregate amount less than $75,000,000, of optional prepayments of Term Loans made on or prior to such date during the date five Business Days then current fiscal or during the immediately preceding fiscal year after the Excess Cash Flow prepayment date therein (other than any optional prepayments financed with Excluded Sources). If the financial statements for Leverage Ratio as of the end of such fiscal quarter in which such event occurred are year is equal to or less than 1.0:1.0, EnergySolutions shall not be required to be delivered pursuant prepay Term Loans in accordance with this Section 2.11(d). (e) Subject to Section 6.01(i2.11(f) or (iiand 2.13, in the event and on each occasion that the Deposit L/C Specified Amount is reduced in accordance with Section 2.19(c)) toward , EnergySolutions agrees that the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, Administrative Agent shall cause an amount equal to the Reinvestment Prepayment Amount with respect amount of such reduction to be withdrawn from the Deposit L/C Escrow Account and applied to the relevant Reinvestment Event (less amounts required prepayment of Term Loans, unless a Default has occurred and is continuing or would result therefrom, in which case funds on deposit in the Deposit L/C Escrow Account shall be applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) the Guarantee and Collateral Agreement until such time as all Defaults shall be applied toward have been cured or waived and only then, to the extent any such funds remain available, to the prepayment of the Term Loans as set forth in accordance with this Section. (f) Each mandatory prepayment of Term Loans pursuant to this Section 2.6.4. Prepayments from2.11 shall be applied (i) first, and, without duplication, in direct order of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictionsmaturities, to the extent not created in contemplation next four scheduled principal repayment installments of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default Term Loans and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations aboveii) to make the relevant payment, other than, for the avoidance of doubtsecond, to the extent resulting from asset sales or operations other principal repayment installments of Term Loans on a pro rata basis. No mandatory prepayment of Revolving Loans pursuant to this Section 2.11 shall reduce the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphRevolving Commitments.

Mandatory Prepayment of Loans. (a) On and If the Borrower or any Subsidiary shall issue or sell any Equity Interests, or issue, sell or incur any Funded Indebtedness or other Indebtedness for borrowed money incurred after the Acquisition Closing Effective Date that is required to be repaid within one year or less from the date as of which it is incurred (other than Indebtedness not otherwise prohibited hereunder the proceeds of which are actually used solely for normal additions and prior to improvements of utility plant and equipment or for working capital including for electric and gas supply purchases), then as soon as practicable and in any event no later than the Initial Bridge Loan Maturity DateBusiness Day following the Business Day on which the Borrower or such Subsidiary receives the Net Cash Proceeds therefrom, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company or any Restricted Subsidiary an amount equal to 100% of the Net Cash Proceeds thereof therefrom shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (cb) On and after If the Acquisition Closing Date, if the Company Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event (other than any Recovery Events where the Net Cash Proceeds do not exceed $10,000,000, then, unless a Reinvestment Notice shall be delivered in respect theretothereof, as soon as practicable and in any event no later than the Business Day following the Business Day on which the Borrower or such Subsidiary receives such Net Cash Proceeds, an amount equal to 100% of such the Net Cash Proceeds not required from such Asset Sale or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their termsRecovery Event and, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or a Recovery Event Event, not just the portion in an amount less than excess of $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to 10,000,000 shall be delivered pursuant to Section 6.01(i) or (ii)) applied toward the prepayment of the Loans as set forth in Section 2.6.4Loans; provided provided, that, notwithstanding the foregoing, no later than on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans. (c) Amounts to be applied in connection with prepayments made pursuant to this Section 2.09 shall be applied to the prepayment of the Loans as set forth in ratably. The application of any prepayment pursuant to this Section 2.6.4. Prepayments from2.09 shall be made, first, to ABR Tranches, and, without duplicationsecond, to Eurodollar Tranches. Each prepayment of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event the Loans under this Section 2.09 shall be accompanied by or of a Foreign Subsidiary (accrued interest to the extent otherwise requiredrequired by Section 2.11 and any break funding costs pursuant to Section 2.14. (d) will All prepayments of Loans pursuant to this Section 2.09 shall be limited to without the extent (x) payment by the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application Borrower of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default premium or Default and such amounts shall be available penalty except for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake break funding costs payable pursuant to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphSection 2.14.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred by If the Company Borrower or any of its Restricted Subsidiary an amount equal Subsidiaries shall incur (x) any Indebtedness pursuant to Section 6.01(iii) (other than any Permitted Refinancing of Refinancing Notes) or (y) any other Indebtedness not permitted by Section 6.01 (each, a “Debt Incurrence”), 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence within three Business Days after receipt thereof toward the prepayment of the Loans as set forth specified in Section 2.6.4 and 2.05(b)(v). (ii) if If the Borrower or any other Indebtedness of its Restricted Subsidiaries shall receive Net Proceeds from any Asset Sale Prepayment Event, 100% of such Net Proceeds shall be applied within five Business Days after receipt thereof toward the prepayment of the Loans in accordance with Section 2.05(b)(v) below; provided that the Net Proceeds from Asset Sale Prepayment Events permitted by Section 6.05 (other than as Specified Asset Sales to the extent necessary to satisfy the condition set forth in clause (iii) or permitted under Section 6.18of the definition of Specified Asset Sales) shall not be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On provided herein on such date if and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if extent that (1) no Event of Default or Default under Section 7.01(a) or under Section 7.01(i) then exists or would immediately arise therefrom and (2) the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant Borrower delivers an officers’ certificate to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied Administrative Agent on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date within five Business Days after the date the financial statements for the fiscal quarter in which of such event occurred are required Asset Sale Prepayment Event stating that such Net Proceeds shall be reinvested or committed to be delivered pursuant to Section 6.01(i) reinvested in assets used or (ii)) toward useful in the prepayment business of the Loans as Borrower or any Restricted Subsidiary or in Permitted Acquisitions in each case within 365 days following the date of such Asset Sale Prepayment Event (which certificate shall set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to estimates of the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) so expended), and if all or any portion of such Net Proceeds not so applied as provided herein is not so used within such 365-day period (or if, prior to such 365th day, the Borrower or any such Subsidiary shall have entered into a binding agreement to so use any such Net Proceeds, within 180 days following the end of such 365-day period), such remaining portion shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments fromon the first Business Day to occur following such period; provided, andfurther, without duplication, of amounts equal to, Net Cash Proceeds of any if the Property subject to such Asset Sale Prepayment Event constituted Collateral under the Security Documents, then any assets purchased with the Net Proceeds thereof pursuant to this Section 2.05(b)(ii) shall be mortgaged or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibitedpledged, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in as the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictionsmay be, to the extent not created Collateral Agent, for the benefit of the Secured Parties, in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance accordance with Section 5.11; provided, further, notwithstanding the foregoing provisions of this paragraph will not constitute an Unmatured Default foregoing, no notice or Default and such amounts officer’s certificate shall be available for working capital purposes required to be delivered in connection with any reinvestment hereunder if the proceedsNet Proceeds of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (Asset Sale Prepayment Event do not exceed $7.5 million; provided further that, subject to the considerations abovesecond preceding proviso, it is hereby understood that Permitted Acquisitions funded with Net Proceeds shall constitute a reinvestment hereunder; provided, further that, the aggregate amount of Net Proceeds of Asset Sales made in reliance on Section 6.05(vii) that are reinvested pursuant to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations clause (2) of the Target and its Restricted Subsidiaries prior to first proviso above shall not exceed the Domination Agreement Effective Date. Notwithstanding Asset Sale Cap. (iii) If the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries Borrower or any of its Affiliates Restricted Subsidiaries shall receive Net Proceeds from insurance or equity partners condemnation recoveries in respect of any Destruction or any Net Proceeds in 61-61- respect of any Taking, 100% of the Net Proceeds thereof shall be applied within three Business Days after receipt thereof toward the prepayment of the Loans in accordance with Section 2.05(b)(v) below; provided, that (x) so long as no Event of Default or Default under Section 7.01(a) or under Section 7.01(i) then exists or would arise therefrom, such Net Proceeds shall not be required to be so applied to the extent that the Borrower has delivered an officers’ certificate to the Administrative Agent promptly following the receipt of such Net Proceeds stating that such proceeds shall be used to (1) repair, replace or restore any Property in respect of which such Net Proceeds were paid or (2) reinvest in other Property used or usable in the business of the Borrower or the Restricted Subsidiaries, in each case within 365 days following the date of the receipt of such Net Proceeds and arising (y) if all or in respect of Permitted Acquisitions any portion of such Net Proceeds not so applied as provided herein is not so used within 365 days (or if, prior to such 365th day, the Borrower or any such Subsidiary shall have entered into a result binding agreement to so use any such Net Proceeds, within 180 days following the end of compliance such 365-day period) after the date of the receipt of such Net Proceeds, such remaining portion shall be applied on the first Business Day to occur following such period toward the prepayment of the Loans; provided, further, if the Property subject to such Destruction or Taking constituted Collateral under the Security Documents, then any replacement or substitution Property purchased with the Net Proceeds thereof pursuant to this paragraphSection 2.05(b)(iii) shall be mortgaged or pledged, as the case may be, to the Collateral Agent, for the benefit of the Secured Parties, in accordance with Section 5.11; provided, further, notwithstanding the foregoing, no notice or officers’ certificate shall be required to be delivered in connection with any such reinvestment hereunder if the proceedsNet Proceeds of the Destruction, Taking or other such events described in this clause, do not exceed $7.5 million; provided that, subject to the second preceding proviso, it is hereby understood that any Permitted Acquisitions made with Net Proceeds shall constitute a reinvestment hereunder. (iv) If there shall be Excess Cash Flow for any Excess Cash Flow Period, an amount equal to (a) the Excess Cash Flow Percentage of such Excess Cash Flow less (b) the sum of the aggregate amount of (x) voluntary prepayments of the Term Loans and (y) voluntary prepayments of the Revolving Credit Loans to the extent accompanied by permanent optional reductions of the Revolving Credit Commitments, in each case, made pursuant to Section 2.05(a) during such Excess Cash Flow Period, shall be applied, not later than 10 days after the date upon which the Borrower is required to deliver its annual audit report pursuant to Section 5.01(b), toward the prepayment of the Loans in accordance with Section 2.05(b)(v) below. (v) All mandatory prepayments made pursuant to this Section 2.05(b) shall be applied: first, to the remaining scheduled amortization payments of the Term Loans pursuant to Section 2.06(c)of each Class, in direct order of maturity to installments payable during the 24 months following the date of prepayment; second, on a pro rata basis, to remaining scheduled amortization payments of the Term Loans pursuant to Section 2.06(c)or each Class; third, to any outstanding Swingline Loans; and fourth, to any outstanding Revolving Credit Loans (but without a reduction of the Revolving Credit Commitments). Any repayment to be applied to the Loans of a Class pursuant to this Section 2.05(b) shall be applied on a pro rata basis to the Loans of such Class. (vi) The Borrower shall prepay all Initial Term Loans that are not Converted Term Loans on the Amendment No.1

Mandatory Prepayment of Loans. (a) On and Within 365 days after the Acquisition Closing Date and prior receipt of any Net Proceeds from a Disposition of Collateral pursuant to Section 6.04(a) or from a Recovery Event, the Initial Bridge Loan Maturity Date, Borrower may apply such Net Proceeds: (i) to purchase other Eligible Collateral constituting Qualified Replacement Assets; (ii) to repay Priority Lien Debt; (iii) to make a capital expenditure with respect to assets that constitute Collateral; or (iv) solely in the case of a Recovery Event, repair or replace the assets which are the subject of such Recovery Event; provided that the Borrower will be deemed to have complied with the provision described in clauses (i), (iii) and (iv) of this paragraph if and to the extent that, within 365 days after the sale or other Disposition, or Recovery Event, that generated the Net Proceeds, the Borrower has entered into and not abandoned or rejected a binding agreement to acquire the assets that would constitute Collateral, make a capital expenditure or repair the assets which are the subject of such Recovery Event, in each case, in compliance with the provision described in clause (i), (iii) or (iv) of this paragraph, as applicable, and that acquisition, purchase, capital expenditure or repair is thereafter completed within 90 days after the end of such 365-day period. (b) Any Net Proceeds from such a Disposition or Recovery Event that are not applied or invested as provided in Section 2.12(a), together with any New Senior Unsecured Notes shall be issued or incurred Net Proceeds that are earlier designated as “Excess Proceeds” by the Company Borrower, will constitute “Excess Proceeds.” Within five (5) Business Days of the date on which the aggregate amount of Excess Proceeds exceeds $150,000,000 (or earlier if the Borrower so elects), the Borrower shall prepay the Loans and will make an offer to purchase and/or repay, prepay or redeem, as applicable, to holders of notes and all holders of other Priority Lien Debt containing provisions similar to those set forth in this Agreement with respect to offers to purchase or prepay any Restricted Subsidiary other Priority Lien Debt requiring repayment or prepayment (collectively, whether through an offer or a required prepayment, a “Excess Proceeds Offer”); provided that the percentage of such Excess Proceeds applied to prepay the Lenders in such Excess Proceeds Offer shall equal the percentage of the aggregate principal amount of all Priority Lien Debt represented at such time by the Loans. The prepayment amount in such Excess Proceeds Offer will be equal to 100% of the Net Cash principal amount, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds thereof remain after consummation of an Excess Proceeds Offer, the Borrower may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement. Upon completion of each Excess Proceeds Offer, the amount of Excess Proceeds will be reset at zero. (c) Amounts required to be applied to the prepayment of Loans pursuant to Section 2.12(a) and (b) shall be applied in accordance with Section 2.17(e)(ii). The application of any prepayment pursuant to this Section 2.12 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Term Loans prepaid pursuant to this Section 2.12 may not be reborrowed. (d) [Intentionally Omitted.] (e) [Intentionally Omitted.] (f) All prepayments under this Section 2.12 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of such issuance or incurrence toward prepayment, plus any accrued and unpaid fees and any losses, costs and expenses, as more fully described in Section 2.15 hereof. (g) Within five (5) Business Days following the prepayment occurrence of a Change of Control Triggering Event, the Borrower shall offer to prepay all of the outstanding Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) at a prepayment price equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On principal amount thereof, plus accrued and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunderunpaid interest, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenturedate of prepayment, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, this Section 2.12. The repayment date shall be applied on or no later than thirty (30) days from the date such offer is made. Any Lender may elect, by notice to the Administrative Agent at least two (2) Business Days prior to the fifth Business Day after such receipt prepayment date, to decline all (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount but not less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(iall) or (ii)) toward of the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any Class of its Affiliates or equity partners and arising as a result of compliance with Loans pursuant to this paragraphSection 2.12(g).

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, Within five (5) Business Days of Parent or any of its Subsidiaries (i) if receiving any New Senior Unsecured Notes Net Proceeds as a result of a Collateral Sale in respect of Collateral, the Borrower shall prepay Loans in an amount equal to the amount of such received Net Proceeds in accordance with the requirements of Section 2.12(c) or (ii) receiving any Net Proceeds as a result of a Recovery Event in respect of Collateral, the Borrower shall, subject to the terms of the applicable Collateral Documents (as to Collateral covered thereby), deposit cash in an amount (the “Net Proceeds Amount”) equal to the amount of such received Net Proceeds into the Collateral Proceeds Account maintained with the Administrative Agent for such purpose and subject to an Account Control Agreement and thereafter such Net Proceeds Amount shall be issued applied (to the extent not otherwise applied pursuant to the immediately succeeding proviso) to prepay Loans in accordance with the requirements of Section 2.12(c); provided that (x) the Borrower may use such Net Proceeds Amount to (aa) replace the assets (other than any airframe) which are the subject of such Recovery Event with Qualified Replacement Assets, or incurred (bb) repair the assets which are the subject of such Recovery Event, in each case, within 365 days after such deposit is made, (y) all such Net Proceeds Amounts may, at the option of the Borrower at any time, be applied in accordance with the requirements of Section 2.12(c), and (z) upon the occurrence of an Event of Default, the amount of any such deposit may be applied by the Company or any Restricted Subsidiary Administrative Agent in accordance with Section 2.12(c). For purposes of the foregoing, the Borrower and the Administrative Agent agree to establish the Collateral Proceeds Account as soon as practicable after the Closing Date. (b) The Borrower shall prepay the Loans when and in an amount necessary to comply with Section 6.09(a). UAL Term Loan Credit Agreement 2020 (c) Amounts required to be applied to the prepayment of Loans pursuant to Section 2.12(a) and (b) shall be applied to prepay the outstanding Term Loans in accordance with Section 2.17(e)(ii). The application of any prepayment pursuant to this Section 2.12 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Term Loans prepaid pursuant to this Section 2.12 may not be reborrowed. (d) [Intentionally Omitted] (e) [Intentionally Omitted]. (f) All prepayments under this Section 2.12 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, plus any accrued and unpaid Fees and any losses, costs and expenses, as more fully described in Section 2.15 hereof. (g) If a Change of Control occurs, within thirty (30) days following the occurrence of such Change of Control, the Borrower shall prepay all of the outstanding Loans at a prepayment price equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 principal amount thereof, plus accrued and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or appliedunpaid interest, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4prepayment. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, Within five (5) Business Days of Parent or any of its Subsidiaries (i) if receiving any New Senior Unsecured Notes Net Proceeds as a result of a Collateral Sale in respect of Collateral, the Borrower shall prepay Loans in an amount equal to the amount of such received Net Proceeds in accordance with the requirements of Section 2.12(c) or (ii) receiving any Net Proceeds as a result of a Recovery Event in respect of Collateral, the Borrower shall, subject to the terms of the subject to the terms of the applicable Collateral Documents (as to Collateral covered thereby), deposit cash in an amount (the “Net Proceeds Amount”) equal to the amount of such received Net Proceeds into the Collateral Proceeds Account maintained with the Administrative Agent for such purpose and subject to an Account Control Agreement and thereafter such Net Proceeds Amount shall be issued applied (to the extent not otherwise applied pursuant to the immediately succeeding proviso) to prepay Loans in accordance with the requirements of Section 2.12(c); provided that (x) the Borrower may use such Net Proceeds Amount to (aa) replace the assets (other than any airframe) which are the subject of such Recovery Event with Qualified Replacement Assets, or incurred (bb) repair the assets which are the subject of such Recovery Event, in each case, within 365 days after such deposit is made, (y) all such Net Proceeds Amounts may, at the option of the Borrower at any time, be applied in accordance with the requirements of Section 2.12(c), and (z) upon the occurrence of an Event of Default, the amount of any such deposit may be applied by the Company or any Restricted Subsidiary Administrative Agent in accordance with Section 2.12(c). For purposes of the foregoing, the Borrower and the Administrative Agent agree to establish the Collateral Proceeds Account as soon as practicable after the Closing Date. (b) The Borrower shall prepay the Loans when and in an amount necessary to comply with Section 6.09(a). (c) Amounts required to be applied to the prepayment of Loans pursuant to Section 2.12(a) and (b) shall be applied to prepay the outstanding Term Loans in accordance with Section 2.17(e)(ii), in each case as directed by the Borrower. The application of any prepayment pursuant to this Section 2.12 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Term Loans prepaid pursuant to this Section 2.12 may not be reborrowed. (d) [Intentionally Omitted] (e) [Intentionally Omitted]. (f) All prepayments under this Section 2.12 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, plus any accrued and unpaid Fees and any losses, costs and expenses, as more fully described in Sections 2.15 hereof. UAL Term Loan Credit Agreement 2020 (g) If a Change of Control occurs, within thirty (30) days following the occurrence of such Change of Control, the Borrower shall prepay all of the outstanding Loans at a prepayment price equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 principal amount thereof, plus accrued and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or appliedunpaid interest, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4prepayment. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If for any New Senior Unsecured Notes reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be issued required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (ii) Subject to paragraph (v) of this Section 2.05(b), in the event and on each occasion that any Net Cash Proceeds are received by or incurred by on behalf of the Company Borrower or any Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (a) or (b) of the definition thereof, the Borrower shall, within thirty (30) days after such Net Cash Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds thereof shall be applied on Proceeds; provided that in the date case of any such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth event described in clause (ia) or permitted under Section 6.18(b) shall be issued or incurred by of the Company definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities applies (or any Permitted Refinancing thereofcommits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereofto apply) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of from such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. event (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject required pursuant to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered this paragraph in respect thereto, 100% of such Net Cash Proceeds except to the extent of any such Net Cash Proceeds therefrom that have not required or been so applied to repay or reduce commitments under by the Senior Secured Credit Facilities end of the twelve month (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds or, if committed to be shared with in accordance with their termsso applied within twelve months of the receipt of such Net Cash Proceeds, eighteen months) period following receipt of such Net Cash Proceeds, at the end of which period a prepayment shall be applied on or prior to the fifth Business Day after such receipt (or required in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount applicable percentage of such Net Cash Proceeds that have not been so applied; provided, further, that with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result referenced in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra83 US-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.DOCS\146702970.0000000000.7

Mandatory Prepayment of Loans. (a) On and after If the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company Borrower or any Restricted Subsidiary Disposes of any property (other than Excluded SPR Assets) (i) outside of the ordinary course of business (it being understood that Dispositions pursuant to Section 7.03(c)(iii) or Section 7.03(c)(v) shall be outside the ordinary course of business) or (ii) engages in any Swap Modification, in each case that results in the receipt of Net Cash Proceeds by the Borrower or any Restricted Subsidiary, including when an Event of Default exists, then the Borrower shall prepay the New Money Loans (ratably to each New Money Lender) in an aggregate amount equal to 100% of the Net Cash Proceeds thereof received by the Borrower or any Restricted Subsidiary (it being understood that, in each case, the Commitments shall be applied on permanently reduced by an amount equal to the date amount of such prepayment). (b) Upon the incurrence or issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or any Indebtedness that is permitted under Section 6.187.01) by any Credit Party, the Borrower shall be issued or incurred by prepay the Company or any Restricted Subsidiary New Money Loans in an aggregate amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof Proceeds, if any, received in respect of such Indebtedness (it being understood that the Commitments shall be permanently reduced by an amount equal to the amount of such prepayment). (c) If, after giving effect to any termination or reduction of the Aggregate Commitments pursuant to Section 2.02(b) or for any other reason, the Aggregate New Money Credit Exposure exceeds the Loan Limit, then the Borrower shall immediately (and in any event on the Business Day of such termination or reduction) prepay the New Money Loans, to be applied ratably to each New Money Loan on the date of such issuance termination or incurrence toward the prepayment of the Loans as set forth reduction in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior an aggregate principal amount equal to the Initial Bridge Loan Maturity Datesuch excess, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicableany excess remains after prepaying all of the Borrowings as a result of an LC Exposure, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior pay to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, Administrative Agent on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment behalf of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, Lenders an amount equal to the Reinvestment Prepayment Amount with respect such excess to be held as cash collateral as provided in Section 2.07(j). (d) Amounts applied to the relevant Reinvestment Event (less prepayment of Borrowings pursuant to Sections 2.11(a), 2.12(a), 2.12(b) and 2.12(c) shall be first applied ratably to any Swingline Loans then outstanding, second applied ratably to ABR Borrowings then outstanding and, upon payment in full of all outstanding ABR Borrowings, third applied ratably, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be without penalty or premium but otherwise accompanied by accrued interest to the extent required by Section 2.14 and any funding indemnification amounts required or by Section 2.17. Amounts applied to the payment of Borrowings pursuant to this Section may be reborrowed subject to and in accordance with the terms of this Agreement. Notwithstanding anything to the contrary contained in the foregoing, in the event that a prepayment of Borrowings is required pursuant to this Section and the amount of Net Cash Proceeds received exceeds the amount of New Money Loans then outstanding, then such excess shall be applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) Loans and the Borrower shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, deliver an updated 13- week Projection and Budget Certificate and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event if approved by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group Financial Advisor and the fiduciary and statutory duties of Administrative Agent, such 13-week Projection will become the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available Budget for working capital all purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphherein.

Mandatory Prepayment of Loans. (a) On In accordance with paragraph (b) below, the Borrower shall prepay Loans, without premium or penalty, but subject to Section 2.13, with (A) 100% (one hundred percent) of the after-tax net cash proceeds received from Asset Sales, and after (B) if the Acquisition Closing Date Borrower's Consolidated Total Debt to Consolidated EBITDA (each as defined in Section 6.10) is at or above 1.5, 100% (one hundred percent) of the net cash proceeds received from issuances of debt obligations of the Borrower and prior its Subsidiaries, provided that, in the case of clause (A) or (B) or both, all such amounts are, to the Initial extent any amounts remain outstanding under the $1,000,000,000 (one billion dollars) senior unsecured bridge loan facility provided to the Borrower (the "Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company or any Restricted Subsidiary an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or appliedFacility"), if anyapplicable, subject to repay or reduce commitments payments of any amounts required under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of mandatory prepayments obligations under the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4Bridge Facility. (b) On and after In accordance with the Acquisition Closing Date and prior credit agreement, dated as of the date hereof, relating to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock $1,000,000,000 (other than (xone billion dollars) issuances pursuant senior unsecured five year term loan and revolving credit facilities provided to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to Borrower (the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries"Five Year Facility"), 100% of such Net Cash Proceeds the mandatory prepayments shall be applied on first pro rata against future quarterly installments payable in respect of the date Term Loan (as defined in the Five Year Facility) and then to repay the Revolving Loans (as defined in the Five Year Facility) or, at the request of the Borrower, the Loans; provided, however, that the Borrower may elect to commit to reinvest the proceeds described in clause (A) of the immediately preceding paragraph in its or any of its Subsidiaries' business within twelve months of the receipt of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Dateproceeds, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of applied to repay the Company Revolving Loans or, if the Borrower elects and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries if prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application Maturity Date of the above provisions Loans, to repay the Loans (such amounts, the "Committed Funds"). To the extent the Borrower does not reinvest the Committed Funds in its business within twelve months of their application to repay the Revolving Loans or the Loans, as the case may be, if Term Loans are then outstanding such amounts shall be net drawn from the Revolving Loan facility or the Loan facility, as applicable, and used to prepay any outstanding Term Loans applied pro rata against future quarterly installments payable in respect of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphTerm Loans under the Five Year Facility.

Mandatory Prepayment of Loans. (a) On and Unless the Majority Lenders shall agree in writing that no prepayment of the Loans is required pursuant to this Section 2.07, subject to any Approved Intercreditor Agreement, if any Credit Party shall consummate any Asset Sale, receive any Net Cash Proceeds from a Casualty Event or incur any Indebtedness (other than Indebtedness expressly permitted under Section 6.02) (each such event, a “Prepayment Event”), then, not later than two (2) Business Days after such Prepayment Event, the Acquisition Closing Date and prior Borrower shall provide written notice to the Initial Bridge Loan Maturity DateAdministrative Agent in accordance with Section 2.07(c) and, subject to Section 2.07(d), (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company apply all or any Restricted Subsidiary an amount equal to 100% portion of the such Net Cash Proceeds thereof shall be applied on to the date repayment of such issuance or incurrence toward Loans and the prepayment payment of accrued and unpaid interest and the Loans as set forth in Make-Whole Amount payable under Section 2.6.4 and 2.09, and/or (ii) if in the case of any other Indebtedness Asset Sale or Casualty Event, elect (other than as set forth in clause (iby written notice to the Administrative Agent and the Lead Lender) or permitted under Section 6.18) shall be issued or incurred by the Company to reinvest all or any Restricted Subsidiary an amount (less the amount required or applied, portion of such Net Cash Proceeds in Additional Assets; provided further that if any, to repay or reduce commitments under the Senior Secured Credit Facilities (all or any Permitted Refinancing thereof) or other senior secured Indebtedness that portion of such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds Net Cash Proceeds are not so used to be shared with reinvest in Additional Assets within 180 days, the Borrower shall provide notice to the Administrative Agent in accordance with their termsSection 2.07(c) equal and, subject to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries2.07(d), 100% the remaining portion of such Net Cash Proceeds shall be applied on the last date of such issuance or sale toward period to the prepayment of Loans; provided further that notwithstanding anything herein to the Loans. After the Initial Bridge Loan Maturity Datecontrary, Loans hereunder, if any, any Net Cash Proceeds received from any Asset Sale or Casualty Event that are not reinvested pursuant to this Section 2.07(a) shall be applied first to repay the Existing First Lien Debt and when such Existing First Lien Debt is repaid in full, any remaining Net Cash Proceeds shall, subject to mandatory redemption provisions applicable Section 2.07(d), be applied to the Exchange Notes repayment of Loans and the payment of accrued and unpaid interest and the Make-Whole Amount payable under Section 2.09. The provisions of this Section 2.07(a) do not constitute a consent to any Disposition or the incurrence of any Indebtedness by any Credit Party. (b) Each payment of Net Cash Proceeds pursuant to this Section 2.07 shall be allocated to (i) principal prepayment and the payment of the accrued but unpaid interest on the amount of prepaid principal through the date of such prepayment and (ii) the Make-Whole Amount on the amount of prepaid principal required under Section 2.09 (in the Exchange Indenturecase of clauses (i) and (ii), as determined by the Borrower and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if anyapproved by the Lead Lender). (c) On and after The Borrower shall notify the Acquisition Closing DateAdministrative Agent of any mandatory prepayment required pursuant to Section 2.07(a) or (b) in writing, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale not later than 2:00pm, New York City time, two (2) Business Days following such Prepayment Event or Recovery Event then, unless a Reinvestment Notice Event. Each such notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their termswriting, shall be applied on or prior irrevocable and shall specify the date of such Prepayment Event and a reasonably detailed calculation of the amount of the anticipated prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. (d) Notwithstanding anything in this Agreement to the fifth Business Day contrary, each Lender, in its sole discretion, may, but is not obligated to, waive the Borrower’s requirement to make any prepayments pursuant to this Section 2.07 with respect to such Lender’s Applicable Percentage of such prepayment and such waiver shall not require a separate waiver and/or consent to this Agreement. Upon the dates set forth in Section 2.07 for any such prepayment, the Borrower shall notify the Administrative Agent in writing of the amount that is available to prepay the Loans. Promptly after the date of receipt of such receipt notice, the Administrative Agent shall provide written notice (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior “Offer”) to the date Lenders of the amount available to prepay the Loans. Any Lender declining such prepayment (a “Declining Lender”) shall give written notice (each, a “Rejection Notice”) thereof to the Administrative Agent by 2:00 p.m., New York City time, no later than five (5) Business Days after the date of such notice from the financial statements for Administrative Agent; provided, that, if a Lender fails to deliver a Rejection Notice to the fiscal quarter in which Administrative Agent within the time frame specified above, such event occurred are required failure will be deemed a rejection of such Lender’s pro rata share of the Offer. The Borrower shall prepay the Loans within one Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such prepayment. On such date, the Administrative Agent shall then provide written notice (the “Second Offer”) to the Lenders other than the Declining Lenders (such Lenders, the “Accepting Lenders”) of the additional amount available (due to such Declining Lenders’ declining such prepayment) to prepay Loans owing to such Accepting Lenders, with such available amount to be delivered allocated on a pro rata basis among the Accepting Lenders that accept the Second Offer. Any Lenders declining prepayment pursuant to Section 6.01(i) or (ii)) toward such Second Offer shall give written notice thereof to the prepayment of the Loans as set forth in Section 2.6.4; provided thatAdministrative Agent by 2:00 p.m., notwithstanding the foregoingNew York City time, no later than each Reinvestment Prepayment Datethree (3) Business Days after the date of such notice of a Second Offer; provided, an amount equal that, if a Lender fails to deliver a Rejection Notice to the Reinvestment Prepayment Amount Administrative Agent within the time frame specified above, such failure will be deemed an acceptance of such Lender’s pro rata share of the Second Offer. The Borrower shall prepay the Loans within one Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation of accepted amounts with respect to the relevant Reinvestment Event (less amounts required or applied Second Offer to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) Accepting Lenders shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred retained by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphBorrower.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If for any New Senior Unsecured Notes reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (ii) If the Borrower or any Subsidiary sells any Mortgaged Property following a Default or Event of Default which is continuing which will result in the realization by the Borrower or such Subsidiary of Net Cash Proceeds (determined as of the date of such sale, whether or not such Net Cash Proceeds are then received by the Borrower or such Subsidiary), then the Borrower shall immediately upon receipt thereof by the Borrower or such Subsidiary deliver to Administrative Agent such Net Cash Proceeds as a prepayment of the Loans to be applied in accordance with Section 2.05(b)(iii) below. (iii) Except as otherwise provided in this Section 2.05(b), all amounts required to be paid pursuant to this Section 2.05(b) shall be issued or incurred applied as follows: with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Credit Loans, and, third, to Cash Collateralize the remaining L/C Obligations to the extent required by Section 2.05(b)(i), and with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), first, to the Term Loan, if so elected in the applicable Increase Joinder (to the remaining principal amortization payments in such order as may be agreed in the applicable Increase Joinder), and, second, ratably to the outstanding Revolving Credit Loans; provided, however, the Revolving Commitments of the Revolving Credit Lenders shall not be permanently reduced by the Company amount of any prepayments applied pursuant to this Section 2.05(b)(iii). All such prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations if required pursuant to this Section 2.05(b)(i); and, in the case of prepayments of the Revolving Credit Facility required pursuant this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any Restricted Subsidiary other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (iv) If the Borrower is required to make a mandatory prepayment of Eurodollar Rate Loans under this Section 2.05(b), so long as no Event of Default exists, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to 100% such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Net Cash Proceeds thereof Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans and shall be applied on the date of such issuance or incurrence toward to the prepayment of the applicable Eurodollar Rate Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) at the end of the current Interest Periods applicable thereto or, sooner, at the election of the Administrative Agent, upon the occurrence of an Event of Default. At the request of the Borrower, amounts so deposited shall be issued or incurred invested by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with Administrative Agent in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, Equivalents maturing on or prior to the date five Business Days after the date the financial statements or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment account of the Loans as set forth in Section 2.6.4; provided that, notwithstanding Borrower and the foregoing, no later than each Reinvestment Prepayment Date, an Borrower will deposit with the Administrative Agent the amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (loss on any such Cash Equivalents to the extent otherwise required) will be limited to necessary in order that the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties amount of the directors of the relevant Restricted Subsidiaries) and (b) with respect prepayment to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance be made with the foregoing provisions of this paragraph will deposited amounts may not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphreduced.

Mandatory Prepayment of Loans. (a) On Prior to the Conversion Date, within (5) Business Days of receipt by any Loan Party of any Net Proceeds from the incurrence of any Indebtedness of such Loan Party not permitted to be incurred pursuant to ‎Section 6.02, the Borrowers shall deposit 100% of such Net Proceeds into the Disbursement Account or another Controlled Account to be applied (to the extent not otherwise applied pursuant to the immediately succeeding proviso) to repay the Term Loans; provided that, subject to ‎Section 2.09(d), the Borrowers may use a portion of the Net Proceeds to prepay or repurchase any other Indebtedness permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with such Net Proceeds, in each case in an amount not to exceed the product of (1) such Net Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding amount of Term Loans and such other Indebtedness. (b) Within five (5) Business Days after the receipt of any Net Proceeds from (1) a Disposition of Significant Assets (other than a Disposition constituting (x) to the extent the Net Proceeds are received prior to the Conversion Date, a Permitted DIP Disposition and (y) to the extent the Net Proceeds are received on and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Conversion Date, a Permitted Disposition), (i2) if any New Senior Unsecured Notes shall be issued or incurred by on and after the Company or any Restricted Subsidiary an amount equal Conversion Date, a Disposition of Collateral referred to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date definition of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock “Permitted Disposition” (other than a Disposition of a minority stake in the equity of [*] ) or (x3) issuances pursuant a Recovery Event in respect of Significant Assets, in each case, Parent shall apply the Prepayment Percentage of such Net Proceeds: (i) to invest in or replace, purchase or acquire Significant Assets (or, in the case of Net Proceeds from a Disposition of Collateral or Recovery Event in respect of Collateral, new or additional Collateral), other than an investment in, purchase or acquisition of Significant Assets by a Non-Guarantor Acquired Airline, within 365 days after the sale or other Disposition, or Recovery Event, that generated the Net Proceeds; provided that, Parent will be deemed to have complied with this clause (i) if and to the Company’s extent that, within 365 days after the sale or other Disposition, or Recovery Event, that generated the Net Proceeds, Parent or any Subsidiary’s equity compensation plansof its Restricted Subsidiaries has entered into and not abandoned or rejected a binding agreement to acquire, employee stock purchase plan or invest in the assets that would constitute Significant Assets (or Collateral, as applicable) in compliance with this clause (i), and any dividend reinvestment that acquisition, purchase or direct purchase plan and issuances similar investment is thereafter completed within 180 days after the end of such 365-day period); or (ii) to repay the foregoing and Term Loans (y) for provided that, subject to ‎Section 2.09(d), the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target Borrowers may elect to receive all or use a portion of the equity component Net Proceeds to prepay or repurchase any other Indebtedness that is pari passu in right of their consideration in payment and security with the form of cash from Term Loans (and to permanently reduce commitments with respect thereto) to the sale of all extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or a portion of such equity component by the Company or its Subsidiaries), 100% of repurchase thereof with such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity DateProceeds, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the each case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000not to exceed the product of (1) such Net Proceeds and (2) a fraction, on or prior the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding amount of Term Loans and such other Indebtedness). Notwithstanding any other provisions of this ‎Section 2.09(b), (A) to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) extent any or (ii)) toward the prepayment all of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event Disposition by a Restricted Subsidiary or the Net Proceeds of a Recovery Event received by a Restricted Subsidiary are prohibited or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent delayed by (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted any contractual restriction permitted by this Agreement or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, any applicable local law restrictions (such as restrictions relating to including financial assistance, corporate benefit, benefit restrictions on upstreaming of cash intra-intra group and the fiduciary and statutory duties of the directors of such Restricted Subsidiary) from being repatriated or passed on to or used for the relevant Restricted Subsidiaries) and benefit of the Borrowers or if Parent has determined in good faith that repatriation of any such amount to the Borrowers would have material adverse tax consequences (bincluding a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to non-Wholly Owned such amount, the portion of such Net Proceeds so affected will not be required to be applied to prepay the Term Loans at the times provided in this ‎Section 2.09(b) but may be retained by the applicable Restricted SubsidiariesSubsidiary so long, organizational document restrictionsbut only so long, as the applicable contractual restriction or local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrowers, or Parent believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Proceeds is permitted under the applicable contractual agreement or local law or Parent determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to this ‎Section 2.09(b) (provided that no such prepayment of the Term Loans pursuant to this ‎Section 2.09(b) shall be required in the case of any such Net Proceeds the repatriation of which Xxxxxx believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments (after giving effect to the reinvestment period therefor), Parent applies an amount equal to the amount of such Net Proceeds to such reinvestments or prepayments as if such Net Proceeds had been received by Parent rather than such Restricted Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds had been repatriated). (c) Amounts required to be applied to the prepayment of Loans pursuant to ‎Section 2.09(a) and ‎(b) shall be applied in accordance with ‎Section 2.14(e)(ii). The application of any prepayment pursuant to this ‎Section 2.09 shall be made, first, to ABR Loans and, second, to Term SOFR Loans (or, if applicable RFR Loans). Term Loans prepaid pursuant to this ‎Section 2.09 may not be reborrowed. (d) To the extent the holders of Indebtedness that is pari passu in right of payment and security with the Term Loans decline to have such Indebtedness repurchased, repaid or prepaid with any such Net Proceeds, the declined amount of such Net Proceeds shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Proceeds would otherwise have been required to be applied if such other pari passu Indebtedness was not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of then outstanding). (e) All prepayments under this paragraph will not constitute an Unmatured Default or Default and such amounts ‎Section 2.09 shall be available for working capital purposes accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of the Company prepayment, plus any accrued and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate unpaid fees and any such restrictions and/or minimize any such losses, costs of prepayment (subject to the considerations above) to make the relevant paymentand expenses, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphmore fully described in ‎Section 2.12 hereof.

Mandatory Prepayment of Loans. (a) On and after If the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company Borrower or any Restricted Subsidiary receives Net Cash Proceeds in respect of any Asset Sale or Disposes of any Oil and Gas Properties at any time (whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary permitted pursuant to Section 6.04 or otherwise), subject to clause (e) of this Section 2.08 and to the terms of the Intercreditor Agreement, the Borrower shall prepay Term Loans in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied of such Disposition on or within two (2) Business Days of the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company it or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of receives the Net Cash Proceeds thereof shall be applied on the date of from such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity DateDisposition; provided, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (Disposition received by Borrower or any Permitted Refinancing thereofRestricted Subsidiary may be used within three hundred sixty (360) or other senior secured Indebtedness that days after such Senior Secured Credit Facilities Disposition to (i) acquire property, plant and equipment or any Permitted Refinancing thereof) permit such proceeds to be shared with business entity used or useful in accordance with their terms, shall be applied carrying on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment business of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company Borrower and its Restricted Subsidiaries or (z) such funds originate at the Target to improve or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties replace any existing property of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target Borrower and its Restricted Subsidiaries prior to used or useful in carrying on the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application business of the above provisions shall be net of any costs, expenses or taxes incurred by the Company Borrower and its Restricted Subsidiaries (the foregoing, collectively, “replacement assets”), or to make capital expenditures in Oil and Gas Properties; provided, further, for purposes of this sub-clause (i), any Net Cash Proceeds attributable to a Disposition of its Affiliates an asset owned by a Credit Party must be reinvested in replacement assets owned by one or equity partners more Credit Parties or to make capital expenditures in Oil and arising as a result Gas Properties owned by one or more Credit Parties; (ii) subject to Section 2.13(b) (if applicable), make an offer (an “Asset Sale Offer”) to prepay in cash the Loans, on pro rata basis, pursuant to prepayment procedures reasonably acceptable to the Administrative Agent, (iii) to permanently repay, redeem or repurchase (and permanently reduce the commitments with respect to) any Senior Priority Lien Debt and other outstanding Senior Priority Lien Obligations or (iv) any combination of compliance with this paragraph.the foregoing. The offer price in any Asset

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If for any New Senior Unsecured Notes reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be issued required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (ii) Subject to paragraph (v) of this Section 2.05(b), in the event and on each occasion that any Net Cash Proceeds are received by or incurred by on behalf of the Company Borrower or any Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (a) or (b) of the definition thereof, the Borrower shall, within thirty (30) days after such Net Cash Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds thereof shall be applied on Proceeds; provided that in the date case of any such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth event described in clause (ia) or permitted under Section 6.18(b) shall be issued or incurred by of the Company definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities applies (or any Permitted Refinancing thereofcommits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereofto apply) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of from such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. event (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject required pursuant to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered this paragraph in respect thereto, 100% of such Net Cash Proceeds except to the extent of any such Net Cash Proceeds therefrom that have not required or been so applied to repay or reduce commitments under by the Senior Secured Credit Facilities end of the twelve month (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds or, if committed to be shared with in accordance with their termsso applied within twelve months of the receipt of such Net Cash Proceeds, eighteen months) period following receipt of such Net Cash Proceeds, at the end of which period a prepayment shall be applied on or prior to the fifth Business Day after such receipt (or required in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount applicable percentage of such Net Cash Proceeds that have not been so applied; provided, further, that with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result referenced in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra86 US-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.DOCS\136335661.3140506888.9

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If for any New Senior Unsecured Notes reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be issued required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (ii) Subject to paragraph (v) of this Section 2.05(b), in the event and on each occasion that any Net Cash Proceeds are received by or incurred by on behalf of the Company Borrower or any Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (a) or (b) of the definition thereof, the Borrower shall, within thirty (30) days after such Net Cash Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds thereof shall be applied on Proceeds; provided that in the date case of any such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth event described in clause (ia) or permitted under Section 6.18(b) shall be issued or incurred by of the Company definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities applies (or any Permitted Refinancing thereofcommits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereofto apply) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of from such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. event (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject required pursuant to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered this paragraph in respect thereto, 100% of such Net Cash Proceeds except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of the twelve month (or, if committed to be so applied within twelve months of the receipt of such Net Cash Proceeds, eighteen months) period following receipt of such Net Cash Proceeds, at the end of which period a prepayment shall be required or applied in an amount equal to repay or reduce commitments under the Senior Secured Credit Facilities applicable percentage of such Net Cash Proceeds that have not been so applied; provided, further, that with respect to any Prepayment Event referenced in paragraph (or any Permitted Refinancing thereofa) or other senior (b) of the definition thereof, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, in which case, the amount of prepayment required to be made with respect to such Net Cash Proceeds pursuant to this Section 2.05(b)(ii) shall be deemed to be the amount equal to the product of (x) the applicable percentage of the amount of such Net Cash Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (c) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph; (iii) Subject to paragraph (v) of this Section 2.05, following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay Term Loans in an aggregate amount equal to the Required Percentage of Excess Cash Flow for such fiscal year; provided that such Senior Secured amount shall be reduced by the aggregate principal amount of prepayments (other than prepayments pursuant to Sections 2.05(b)(ii), (iii) or (iv)) of Term Loans, Other Applicable Indebtedness and Revolving Credit Facilities Loans (or any Permitted Refinancing thereofto the extent of, in the case of Revolving Credit Loans, a corresponding Revolving Credit Commitment reduction) permit made during such proceeds fiscal year, and no such prepayment shall be required if the amount that would be required to be shared with in accordance with their terms, repaid is less than or equal to $10,000,000. Each prepayment pursuant to this paragraph shall be applied on or prior to made not later than the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the on which financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i6.01(a) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance fiscal year with this paragraph.85 US-DOCS\117476656.1136335661.3

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If for any New Senior Unsecured Notes reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (ii) If the Borrower or any Subsidiary sells any Mortgaged Property following a Default or Event of Default which is continuing which will result in the realization by the Borrower or such Subsidiary of Net Cash Proceeds (determined as of the date of such sale, whether or not such Net Cash Proceeds are then received by the Borrower or such Subsidiary), then the Borrower shall immediately upon receipt thereof by the Borrower or such Subsidiary deliver to Administrative Agent such Net Cash Proceeds as a prepayment of the Loans to be applied in accordance with Section 2.05(b)(iii) below. (iii) Except as otherwise provided in this Section 2.05(b), all amounts required to be paid pursuant to this Section 2.05(b) shall be issued applied as follows: with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Credit Loans, and, third, to Cash Collateralize the remaining L/C Obligations to the extent required by Section 2.05(b)(i), and with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), first, to the Term Loan (to the remaining principal amortization payments in inverse order of maturity), and, second, ratably to the outstanding Revolving Credit Loans. All such prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or incurred penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations if required pursuant to this Section 2.05(b)(i); and, in the case of prepayments of the Revolving Credit Facility required pursuant this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Company Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any Restricted Subsidiary other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. (iv) If the Borrower is required to make a mandatory prepayment of Eurodollar Rate Loans under this Section 2.05(b), so long as no Event of Default exists, the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to 100% such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Net Cash Proceeds thereof Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans and shall be applied on the date of such issuance or incurrence toward to the prepayment of the applicable Eurodollar Rate Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) at the end of the current Interest Periods applicable thereto or, sooner, at the election of the Administrative Agent, upon the occurrence of an Event of Default. At the request of the Borrower, amounts so deposited shall be issued or incurred invested by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with Administrative Agent in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, Equivalents maturing on or prior to the date five Business Days after the date the financial statements or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment account of the Loans as set forth in Section 2.6.4; provided that, notwithstanding Borrower and the foregoing, no later than each Reinvestment Prepayment Date, an Borrower will deposit with the Administrative Agent the amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (loss on any such Cash Equivalents to the extent otherwise required) will be limited to necessary in order that the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties amount of the directors of the relevant Restricted Subsidiaries) and (b) with respect prepayment to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance be made with the foregoing provisions of this paragraph will deposited amounts may not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphreduced.

Mandatory Prepayment of Loans. (a) On Except as otherwise provided in Section 2.12(b) and 2.12(c), in the event a Borrowing Base Deficiency exists, the Borrower shall prepay, subject to the payment of any funding indemnification amounts required by Section 2.17, but without premium or penalty, the principal amount of such Borrowing Base Deficiency in not more than three (3) equal monthly consecutive installments plus accrued interest thereon with the first such monthly payment being due upon the thirtieth (30th) day after the Acquisition Closing Date Borrower’s receipt of notice of such Borrowing Base Deficiency. Amounts applied to pay the Loans pursuant to this Section 2.12(a) shall be applied ratably to pay the then outstanding Loans (both Revolver A Loans (and prior cash collateralization of the outstanding Letters of Credit to the Initial Bridge Loan Maturity Dateextent the Revolver A Loans have been repaid in full) and Revolver B Loans). With respect to the portion of such payments applied to pay the Revolver A Loans, (i) if any New Senior Unsecured Notes such payments shall be issued or incurred by applied to the Company Borrowings in the order specified in Section 2.12(e) and with respect to the portion of such payments applied to pay the Revolver B Loans, such payments shall be applied to the Revolver B Loan Borrowings in the order specified in Section 2.12(f). (b) If the Borrower or any Restricted Subsidiary Disposes of any Borrowing Base Properties at any time (whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary permitted pursuant to Section 7.03 or otherwise) or a Borrowing Base Deficiency occurs as a result of any other event described in Section 3.06, the Borrower shall prepay on a pro rata basis (i) Revolver A Loans (and cash collateralization of the outstanding Letters of Credit to the extent the Revolver A Loans have been repaid in full) and (ii) Revolver B Loans, to the extent necessary to eliminate any Borrowing Base Deficiency that may exist or that may have occurred as a result of such Disposition or other event described in Section 3.06 on or within one (1) Business Day of the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Disposition or any other event described in Section 3.06. Notwithstanding the foregoing, if at any time, the sum of (x) the fair market value (as determined by the Administrative Agent in its reasonable discretion) of the assets Disposed of and (y) Swap Agreements terminated, liquidated or otherwise monetized since the Effective Date, individually or in the aggregate when combined with all such other terminated, liquidated or monetized Swap Agreements and Disposed assets since the Effective Date, exceeds $10,000,000, and as a result of such dispositions and liquidations, a Borrowing Base Deficiency occurs, the Borrower shall immediately prepay on a pro rata basis (A) Revolver A Loans (and cash collateralization of the outstanding Letters of Credit to the extent the Revolver A Loans have been repaid in full) and (B) Revolver B Loans in an amount equal to 100% such deficiency. (c) If, after giving effect to any termination or reduction of the Net Cash Proceeds thereof Commitment pursuant to Section 2.02(b), the Aggregate Credit Exposure exceeds the Borrowing Base, then the Borrower shall be applied immediately (and in any event on the Business Day of such termination or reduction) (i) prepay the Borrowings on the date of such issuance termination or incurrence toward the prepayment of the Loans as set forth reduction in Section 2.6.4 an aggregate principal amount equal to such excess, and (ii) if any other Indebtedness excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.07(j). (other than as set forth in clause d) [Reserved]. (ie) or permitted under Amounts applied to the prepayment of Revolver A Loan Borrowings pursuant to Section 6.182.12(b) and 2.12(c) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or appliedfirst applied ratably to ABR Revolver A Loan Borrowings then outstanding and, if anyupon payment in full of all outstanding ABR Revolver A Loan Borrowings, second, to repay Eurodollar Revolver A Loan Borrowings then outstanding, and if more than one Eurodollar Revolver A Loan Borrowing is then outstanding, to each such Eurodollar Revolver A Loan Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolver A Loan Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be without penalty or reduce commitments under premium but otherwise accompanied by accrued interest to the Senior Secured Credit Facilities (or extent required by Section 2.14 and any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds funding indemnification amounts required by Section 2.17. Amounts applied to the payment of Revolver B Loan Borrowings pursuant to this Section may be shared with reborrowed subject to and in accordance with their termsthe terms of this Agreement. (f) equal Amounts applied to 100% the prepayment of the Net Cash Proceeds thereof Revolver B Loan Borrowings pursuant to Section 2.12(b) and 2.12(c) shall be first applied ratably to ABR Revolver B Loan Borrowings then outstanding and, upon payment in full of all outstanding ABR Revolver B Loan Borrowings, second, to Eurodollar Revolver AB Loan Borrowings then outstanding, and if more than one Eurodollar Revolver B Loan Borrowing is then outstanding, to each such Eurodollar Revolver B Loan Borrowing beginning with the Eurodollar Revolver B Loan Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Revolver B Loan Borrowing with the most number of days remaining in the Interest Period applicable thereto. Any prepayments pursuant to this Section shall be without penalty or premium but otherwise accompanied by accrued interest to the extent required by Section 2.14 and any funding indemnification amounts required by Section 2.17. Amounts applied to the payment of Revolver B Loan Borrowings pursuant to this Section may not be reborrowed. (g) Notwithstanding anything to the contrary in Section 2.12 or 2.19, with respect to the amount of any mandatory prepayment described in Section 2.19 that is allocated to Revolver B Loans (such amount, the “Revolver B Loan Prepayment Amount”), the Borrower will, in lieu of applying such amount to the prepaying of Revolver B Loans as provided in paragraphs (b) or (c) above, on the date of such issuance or incurrence toward the prepayment of the Loans as set forth specified in Section 2.6.4. 2.12 for such prepayment, give the Administrative Agent telephone notice (bpromptly confirmed in writing) On requesting that the Administrative Agent prepare and provide to each Revolver B Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds receiving such notice from the issuance or sale of Capital Stock (other than (x) issuances pursuant Borrower, the Administrative Agent will send to the Company’s or any Subsidiary’s equity compensation planseach Revolver B Lender a Prepayment Option Notice, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration which shall be in the form of cash from the sale of all or a portion of such equity component Exhibit E, and shall include an offer by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied Borrower to prepay on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity (each a “Mandatory Prepayment Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c”) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five is also 10 Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Prepayment Option Notice, the relevant Revolver B Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, of such Lender by an amount equal to the Reinvestment portion of the Revolver B Prepayment Amount with respect indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Revolver B Loans. On the Mandatory Prepayment Date (i) the Borrower shall pay to the relevant Reinvestment Event Revolver B Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Revolver B Loans in respect of which such Lenders have accepted prepayment as described above, and (less amounts required or applied to repay or reduce commitments under ii) the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) Borrower shall be applied toward entitled to retain the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Revolver B Loan Prepayment Event or Recovery Event Amount not accepted by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphLenders.

Mandatory Prepayment of Loans. (a) On and after If the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company Borrower or any Restricted Subsidiary receives Net Cash Proceeds in respect of any Asset Sale or Disposes of any Oil and Gas Properties at any time (whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary permitted pursuant to Section 6.04 or otherwise), subject to clause (e) of this Section 2.08 and to the terms of the Intercreditor Agreement, the Borrower shall prepay Term Loans in an amount equal to 100% of the Net Cash Proceeds thereof shall of such Disposition on or within two (2) Business Days of the date it or any Restricted Subsidiary receives the Net Cash Proceeds from such Disposition; provided, any Net Cash Proceeds from any such Disposition received by Borrower or any Restricted Subsidiary may be applied used within three hundred sixty (360) days after such Disposition to (i) acquire property, plant and equipment or any business entity used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries or to improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries (the foregoing, collectively, “replacement assets”), or to make capital expenditures in Oil and Gas Properties; provided, further, for purposes of this sub-clause (i), any Net Cash Proceeds attributable to a Disposition of an asset owned by a Credit Party must be reinvested in replacement assets owned by one or more Credit Parties or to make capital expenditures in Oil and Gas Properties owned by one or more Credit Parties; (ii) subject to Section 2.13(b) (if applicable), make an offer (an “Asset Sale Offer”) to prepay in cash the Loans and Parity Loans, on pro rata basis, pursuant to prepayment procedures reasonably acceptable to the Administrative Agent, (iii) to permanently repay, redeem or repurchase (and permanently reduce the commitments with respect to) any Priority Lien Debt and other outstanding Priority Lien Obligations or (iv) any combination of the foregoing. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest to the date of prepayment plus the Make-Whole Amount, and shall be payable in cash. Each Lender may accept all or a portion of its pro rata share of any Asset Sale Offer (any amounts not accepted, the “Declined Amounts”) by providing written notice (an “Acceptance Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. ten Business Days after the date of delivery of such issuance or incurrence toward Asset Sale Offer. Each Acceptance Notice delivered by a Lender shall specify the prepayment principal amount of the Loans as set forth in Section 2.6.4 to be prepaid from such Lender; provided that (i) such amount shall not exceed such Lender’s pro rata share of the Asset Sale Offer and (ii) if such Lender fails to specify any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) such amount, it shall be issued or incurred deemed to have requested its full pro rata share of such Asset Sale Offer. If a Lender fails to deliver an Acceptance Notice to the Administrative Agent within the time frame specified above, such failure will be deemed a full rejection of such Asset Sale Offer. The Borrower shall prepay all Loans required to prepaid by it under this Section 2.08(a) no later than five Business Days after expiration of the time period for acceptance by the Company or Lenders of the Asset Sale Offer. Any Declined Amounts shall no longer be subject to this Section 2.08 and may be used by the Borrower in any Restricted Subsidiary an way not prohibited by this Agreement. If the aggregate principal amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds of Loans requested to be shared with in accordance with their terms) equal repaid exceeds the aggregate amount to 100% of be repaid by the Net Cash Proceeds thereof Borrower pursuant to this Section 2.08, the Administrative Agent shall apply the amounts to be applied repaid by the Borrower to the Loans requested to be repaid on a pro rata basis based on the date principal amount of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4Loans. (b) On In the event and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or on each occasion that any Restricted Subsidiary shall receive Net Cash Proceeds from are received by or on behalf of any Credit Party in respect of the issuance or sale incurrence of Capital Stock any Indebtedness after the Signing Date (other than Indebtedness permitted to be incurred under Section 7.01, subject to clause (xe) issuances pursuant of this Section 2.08 and to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock terms of the Company representing or Intercreditor Agreement) the Borrower shall, immediately after such Net Cash Proceeds are received by any Credit Party, apply such amounts to prepay the Term Loans in connection with elections by shareholders of the Target an aggregate amount equal to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on Proceeds, together with the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if anyMake-Whole Amount. (c) On Upon the occurrence of a Change of Control the Borrower shall immediately prepay the aggregate outstanding Term Loans in full, together with the Make-Whole Amount. (d) Prepayments pursuant to this Section shall be accompanied by accrued interest to the extent required by Section 2.10 and after the Acquisition Closing DateMake-Whole Amount, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event thenany, unless required under Section 2.09(b). Each prepayment of a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, Borrowing shall be applied on or prior ratably to the fifth Business Day after such receipt (or Loans included in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior prepaid Borrowing. Amounts applied to the date five Business Days after payment of Term Loans pursuant to this Section may not be re-borrowed. (e) Notwithstanding anything in this Section 2.08 to the date the financial statements for the fiscal quarter in which such event occurred are contrary, no prepayments of outstanding Loans that would otherwise be required to be delivered pursuant to Section 6.01(imade under clauses (a) or (ii)b) toward the prepayment of the Loans as set forth in this Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) 2.08 shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund required if such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred is prohibited by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphIntercreditor Agreement.

Mandatory Prepayment of Loans. (a) On If the Borrower or any Guarantor shall at any time or from time to time make or agree to make a Disposition of any Collateral or unencumbered assets in excess of the Threshold Amount (other than Dispositions expressly permitted under Xxxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x), (x), (x), (x) and after (1) or shall suffer an Event of Loss in excess of the Acquisition Closing Date Threshold Amount, or shall obtain Net Proceeds of any debt of Borrower (other than Indebtedness permitted under Section 7.03), or equity issuance of Borrower (other than equity issued in favor of Sponsors and prior to EAC Shareholders) then the Initial Bridge Loan Maturity Date, Borrower shall promptly notify the Administrative Agent of (i) if such proposed Disposition or Event of Loss; (ii) any New Senior Unsecured Notes shall debt or equity issuance (including the amount of the estimated Net Proceeds to be issued or incurred received by the Company Borrower or any Restricted such Subsidiary in respect thereof) and (iii) promptly upon, and in no event later than 10 days after receipt by the Borrower or the Guarantor of the Net Proceeds of such Disposition or Event of Loss or debt or equity issuance, the Borrower shall prepay Loans in an aggregate amount equal to 100% the amount of such Net Proceeds (in excess of the Threshold Amount,) and reasonable costs applicable to the disposition; provided that Net Cash Proceeds thereof shall may be applied on reinvested in assets useful to the date of such issuance or incurrence toward the prepayment business of the Loans Loan Parties within 180 days (which assets do not need to be of the same type as set forth in Section 2.6.4 and the assets sold or otherwise disposed of to generate such Net Proceeds (ii) if Net Proceeds that result from insurance receipts (not in excess of the Threshold Amount to be reinvested in the business within 180 days); and (iii) Net Proceeds of any other Indebtedness debt (other than as set forth in clause (i) or permitted under Section 6.18) shall be 7.03), equity issuance (other than equity issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% favor of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4Sponsors and EAC Shareholders). (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances Any prepayments pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds this Section 2.07 shall be applied (i) first, to the payment in full of Base Rate Committed Loans then outstanding, (ii) second, to the payment in full of LIBOR Rate Committed Loans then outstanding in direct order of Interest Period maturities, (iii) third, to Cash Collateralize the L/C Obligations and (iv) fourth, to the Borrower; provided, however, that if the amount of Base Rate Loans then outstanding is not sufficient to satisfy the entire prepayment requirement, the Borrower may, at its option, place any amounts which it would otherwise be required to use to prepay LIBOR Rate Committed Loans on a day other than the last day of the Interest Period therefor in a blocked, interest bearing Deposit Account at KeyBank, subject to a Lien in favor of the Administrative Agent on behalf of the Lenders until the end of such Interest Period at which time such Cash Collateral will be applied to prepay such LIBOR Rate Committed Loans. The Borrower shall pay, together with each prepayment under this Section 2.07, accrued interest on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, amount prepaid and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph3.05.

Mandatory Prepayment of Loans. (a) On If, after giving effect to any termination or reduction of the Aggregate Commitment or at any other time, the Aggregate Credit Exposure exceeds the Aggregate Commitment, then the Borrowers shall immediately prepay the Loans (and after the Acquisition Closing Date and prior all Loans are repaid in full, provide cash collateral in accordance with Section 2.05(j)) to the Initial Bridge Loan Maturity Dateextent necessary to eliminate such excess. (b) If any Credit Party Disposes of any Property at any time, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company or any whether pursuant to a Disposition of Equity Interests of a Restricted Subsidiary permitted pursuant to Section 6.04 or otherwise (other than Dispositions of Property permitted under Sections 6.03(a)(iv) and (v) and Sections 6.04(a)(i)-(iv)), the Borrowers shall prepay the Loans (and after all Loans are repaid in full, provide cash collateral in accordance with Section 2.05(j)) in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on received by it or any other Credit Party as a result of such Disposition within one (1) Business Day of the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company it or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of Party receives such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in extent such Net Cash Proceeds, together with all other Net Cash Proceeds received by the Exchange IndentureCredit Parties from all Dispositions that have occurred during the period of twelve consecutive calendar months immediately preceding such Disposition, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if anyexceeds $10,000,000. (c) On and after Amounts applied to the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice prepayment of Borrowings pursuant to this Section shall be delivered first applied ratably to ABR Borrowings then outstanding and, upon payment in respect full of all outstanding ABR Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto, 100% of such Net Cash Proceeds not . Any prepayments pursuant to this Section shall be without penalty or premium but otherwise accompanied by accrued interest to the extent required or by Section 2.12 and any funding indemnification amounts required by Section 2.15. Amounts applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds payment of Borrowings pursuant to this Section may be shared with reborrowed subject to and in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions terms of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphAgreement.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, Within five (i5) if any New Senior Unsecured Notes shall be issued or incurred Business Days of receipt by the Company Borrower or any Restricted of its Subsidiaries of any Net Proceeds from the incurrence of any Indebtedness of the Borrower or such Subsidiary not permitted to be incurred pursuant to Section 6.02, the Borrower shall deposit an amount equal to 100% of such Net Proceeds into a Controlled Account to be applied (to the extent not otherwise applied pursuant to the immediately succeeding proviso) to repay the Term Loans; provided that, subject to Section 2.09(e), the Borrower may use a portion of the Net Cash Proceeds thereof shall be applied on the date of such issuance to prepay or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if repurchase any other Indebtedness (permitted hereunder to the extent that the documentation governing such other than as set forth Indebtedness requires such a prepayment or repurchase thereof with such Net Proceeds, in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary each case in an amount not to exceed the product of (less 1) such Net Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward other Indebtedness and the prepayment denominator of which is the aggregate outstanding amount of Term Loans as set forth in Section 2.6.4and such other Indebtedness. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock Within five (other than (x5) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date receipt by the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(iBorrower or any Subsidiary of any Net Proceeds from (1) a Disposition of any assets or other property (other than a Permitted Disposition), or (ii)2) toward a Recovery Event in respect of any assets or other property, in each case, the Borrower or such Subsidiary shall apply the Prepayment Percentage of such Net Proceeds to repay the Term Loans (provided that (i) the Borrower shall prepay or repurchase any other Indebtedness that is pari passu in right of payment and security with the Term Loans (and to permanently reduce commitments with respect thereto) to the extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment of the Loans as set forth or repurchase thereof with such Net Proceeds, in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, case in an amount equal not to exceed the product of (1) such Net Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding amount of Term Loans and such other Indebtedness) and (ii) notwithstanding anything to the Reinvestment Prepayment Amount contrary contained in this Section 2.09(b), the amount of any prepayment required under this Section 2.09(b) with respect to assets or other property that the relevant Reinvestment Event (less amounts EETC Secured Parties have a senior Lien on shall be reduced by the aggregate principal amount of the EETC Obligations prepaid and any additional premiums paid in connection therewith as required or applied to repay or reduce commitments under the Senior Secured Credit Facilities EETC Documentation from the proceeds of such sale. Notwithstanding any other provisions of this Section 2.09(b), (A) to the extent any or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment all of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event Disposition by a Subsidiary or the Net Proceeds of a Recovery Event received by a Subsidiary are prohibited or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent delayed by (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted any contractual restriction permitted by this Agreement or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, any applicable local law restrictions (such as restrictions relating to including financial assistance, corporate benefit, benefit restrictions on upstreaming of cash intra-intra group and the fiduciary and statutory duties of the directors of such Subsidiary) from being repatriated or passed on to or used for the relevant Restricted Subsidiaries) benefit of the Borrower or if the Borrower and the Lead Lenders have determined in good faith that repatriation of any such amount to the United States would have material adverse tax consequences (bincluding a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to non-Wholly Owned Restricted Subsidiariessuch amount, organizational document restrictionsthe portion of such Net Proceeds so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.09(b) but may be retained by the applicable Subsidiary so long, but only so long, as the applicable contractual restriction or local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Proceeds is permitted under the applicable contractual agreement or local law or Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.09(b). (c) [reserved]. (d) Amounts required to be applied to the prepayment of Loans pursuant to ‎Section 2.09(a), (b) and (c) shall be applied in accordance with ‎Section 2.14(e)(ii). Term Loans prepaid pursuant to this Section 2.09 may not be reborrowed. (e) To the extent the holders of Indebtedness that is pari passu or senior in right of payment and/or security with the Term Loans decline to have such Indebtedness repurchased, repaid or prepaid with any such Net Proceeds, the declined amount of such Net Proceeds shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Proceeds would otherwise have been required to be applied if such other pari passu or senior Indebtedness was not created in contemplation then outstanding). Each Term Lender shall have the right to decline any mandatory prepayment, and the amount of such prepayments. The non-application declined prepayment shall be offered to the other Term Lenders on a pro rata basis. (f) If at any time the Total Revolving Extensions of Credit for any reason exceed the Total Revolving Commitment at such time, the Borrower shall prepay the Revolving Loans in an amount sufficient to eliminate such excess. (g) During the Revolving Availability Period, if on the last Business Day of any calendar week the Unrestricted Cash Amount is greater than $100 million the Borrower shall prepay any outstanding Revolving Loans within two Business Days such mandatory that after giving effect to such prepayment amounts either the Unrestricted Cash Amount is less than or equal to $100 million or the aggregate Revolving Loans have been paid in compliance with full. Following the foregoing provisions Revolving Availability Period, if on the last Business Day of this paragraph will not constitute an Unmatured Default any calendar week the Unrestricted Cash Amount is greater than $125 million and Consolidated Cash Flow has been positive for any fiscal quarter since the Closing Date, the Borrower shall repay any outstanding Revolving Loans within two Business Days such that after giving effect to such repayment either the Unrestricted Cash Amount is less than or Default and such amounts equal to $125 million or the aggregate Revolving Loans have been paid in full. (h) On the Revolving Facility Termination Date, the Revolving Commitments shall be available for working capital purposes terminated in full and the Borrower shall repay the Revolving Loans then outstanding in full. (i) All prepayments under this ‎Section 2.09 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of the Company prepayment, plus any accrued and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment unpaid fees. (subject to the considerations abovej) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments no mandatory prepayment pursuant to this Section 2.09 (other than with respect to clauses (f), (g) and (h) of this Section 2.09) will be required to be made to the extent that, after application giving effect to such prepayment, the Weighted Average Life to Maturity of the above provisions shall Term Loans would be net less than the Weighted Average Life (as defined in each Indenture pursuant to and as defined in the EETC Documentation) of any coststhe principal with respect to the EETC Obligations (to the extent outstanding as of the date of such prepayment) or, expenses or taxes incurred by if after giving effect thereto, the Company Borrower and its Restricted Subsidiaries or any would have less than $75 million in the aggregate of its Affiliates or equity partners available cash and arising Cash Equivalents (including amounts held in deposit in the Cash Reserve Account (as a result of compliance with this paragraphdefined in the EETC Intercreditor Agreement) (the “EETC Prepayment Condition”).

Mandatory Prepayment of Loans. (a) On and after If the Acquisition Closing Date and prior Borrower or any Subsidiary shall at any time or from time to the Initial Bridge Loan Maturity Datetime make or agree to make a Disposition (other than Dispositions expressly permitted under Sections 7.05(a) or 7.05(b)), or shall suffer an Event of Loss, then (i) if any New Senior Unsecured Notes the Borrower shall promptly notify the Administrative Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be issued or incurred received by the Company Borrower or any Restricted such Subsidiary an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 respect thereof) and (ii) if any other Indebtedness (other promptly upon, and in no event later than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred 10 days after, receipt by the Company Borrower or any Restricted the Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance Disposition or incurrence toward Event of Loss, the prepayment Borrower shall prepay Loans in an aggregate amount equal to the amount of the Loans as set forth in Section 2.6.4such Net Proceeds. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances Any prepayments pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds this Section 2.06 shall be applied (i) first, to the payment in full of Swing Line Loans then outstanding, (ii) second, to the payment in full of Base Rate Committed Loans then outstanding, (iii) third, to the payment in full of Eurocurrency Rate Committed Loans then outstanding in direct order of Interest Period maturities, (iv) fourth to Cash Collateralize the L/C Obligations and (v) fifth, to the Borrower; provided, however, that if the amount of Base Rate Loans then outstanding is not sufficient to satisfy the entire prepayment requirement, the Borrower may, at its option, place any amounts which it would otherwise be required to use to prepay Eurocurrency Rate Committed Loans on a day other than the last day of the Interest Period therefor in a blocked, interest bearing Deposit Accounts at Bank of America subject to a Lien in favor of the Administrative Agent on behalf of the Lenders until the end of such Interest Period at which time such Cash collateral will be applied to prepay such Eurocurrency Rate Committed Loans. The Borrower shall pay, together with each prepayment under this Section 2.06, accrued interest on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, amount prepaid and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph3.05.

Mandatory Prepayment of Loans. (a) On and Within 365 days after the Acquisition Closing Date and prior receipt of any Net Proceeds from a Disposition of Collateral pursuant to Section 6.04(ii) or from a Recovery Event, the Initial Bridge Loan Maturity Date, Borrower may apply such Net Proceeds: (i) to purchase other Eligible Collateral constituting Qualified Replacement Assets; (ii) to repay Priority Lien Debt; (iii) to make a capital expenditure with respect to assets that constitute Collateral; or (iv) solely in the case of a Recovery Event, repair or replace the assets which are the subject of such Recovery Event; provided that the Borrower will be deemed to have complied with the provision described in clauses (i), (iii) and (iv) of this paragraph if and to the extent that, within 365 days after the sale or other Disposition, or Recovery Event, that generated the Net Proceeds, the Borrower has entered into and not abandoned or rejected a binding agreement to acquire the assets that would constitute Collateral, make a capital expenditure or repair the assets which are the subject of such Recovery Event, in each case, in compliance with the provision described in clause (i), (iii) or (iv) of this paragraph, as applicable, and that acquisition, purchase, capital expenditure or repair is thereafter completed within 90 days after the end of such 365-day period. (b) Any Net Proceeds from such a Disposition or Recovery Event that are not applied or invested as provided in Section 2.12(a), together with any New Senior Unsecured Notes shall be issued or incurred Net Proceeds that are earlier designated as “Excess Proceeds” by the Company Borrower, will constitute “Excess Proceeds.” Within five (5) Business Days of the date on which the aggregate amount of Excess Proceeds exceeds $150,000,000 (or earlier if the Borrower so elects), the Borrower shall prepay the Loans and will make an offer to purchase and/or repay, prepay or redeem, as applicable, to holders of notes and all holders of other Priority Lien Debt containing provisions similar to those set forth in this Agreement with respect to offers to purchase or prepay any Restricted Subsidiary other Priority Lien Debt requiring repayment or prepayment (collectively, whether through an offer or a required prepayment, a “Excess Proceeds Offer”); provided that the percentage of such Excess Proceeds applied to prepay the Lenders in such Excess Proceeds Offer shall equal the percentage of the aggregate principal amount of all Priority Lien Debt represented at such time by the Loans. The prepayment amount in such Excess Proceeds Offer will be equal to 100% of the Net Cash principal amount, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds thereof remain after consummation of an Excess Proceeds Offer, the Borrower may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement. Upon completion of each Excess Proceeds Offer, the amount of Excess Proceeds will be reset at zero. (c) Amounts required to be applied to the prepayment of Loans pursuant to Section 2.12(a) and (b) shall be applied in accordance with Section 2.17(e)(ii). The application of any prepayment pursuant to this Section 2.12 shall be made, first, to ABR Loans and, second, to Term Benchmark Loans. Term Loans prepaid pursuant to this Section 2.12 may not be reborrowed. (d) [Intentionally Omitted.] (e) [Intentionally Omitted.] (f) All prepayments under this Section 2.12 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of such issuance or incurrence toward prepayment, plus any accrued and unpaid fees and, except in the case of any prepayment made pursuant to Section 2.12(g), any losses, costs and expenses, as more fully described in Section 2.15 hereof. (g) Within five (5) Business Days following the occurrence of a Change of Control Triggering Event, the Borrower shall offer to prepay all of the outstanding Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) at a prepayment price equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On principal amount thereof, plus accrued and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunderunpaid interest, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenturedate of prepayment, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, this Section 2.12. The repayment date shall be applied on or no later than thirty (30) days from the date such offer is made. Any Lender may elect, by notice to the Administrative Agent at least three (3) Business Days prior to the fifth Business Day after such receipt prepayment date, to decline all (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount but not less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(iall) or (ii)) toward of the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any Class of its Affiliates or equity partners and arising as a result of compliance with Loans pursuant to this paragraphSection 2.12(g).

Mandatory Prepayment of Loans. If at any time, the Borrower or any Subsidiary receives: (a) On Net Cash Proceeds of one or more sales or other dispositions of Collateral (other than dispositions permitted under clause (a)(ii) of Section 6.11 and after leases permitted under the Acquisition Closing Date and prior to Bridge Mortgage) in an aggregate amount greater than $50,000 in any twelve month period, then on the Initial Bridge Loan Maturity Datedate of receipt thereof, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company or any Restricted Subsidiary an amount equal to 100% of the Net Cash Proceeds thereof in excess of such amount shall, immediately upon receipt, be paid by the Borrower to the Administrative Agent and applied as a mandatory prepayment of principal of the Bridge Loans (provided that if an Event of Default shall then exist, all Net Cash Proceeds from each such sale or disposition shall be prepaid and applied as aforesaid); (b) Net Cash Proceeds of any sale or issuance of Equity Interests or debt securities or other incurrence of Indebtedness (other than (i) Obligations, (ii) Indebtedness and Guarantee Obligations permitted by this Agreement (other than pursuant to Section 6.01(j) hereof) and any refinancing thereof, (iii) all net obligations of the Borrower under any Swap Agreement, (iv) Indebtedness of the Borrower or any Subsidiary to the Borrower or any Subsidiary, (v) the RC Increase, (vi) Equity Interests issued to management personnel and directors, and (vii) Equity Interests issued to the Borrower), then on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary receipt thereof, an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall shall, immediately upon receipt, be paid by the Borrower to the Administrative Agent and applied as a mandatory prepayment of principal of the Bridge Loans; (c) Net Cash Proceeds of any destruction, governmental taking or other involuntary disposition of Collateral in an amount greater than $50,000, then on the date of receipt thereof, an amount equal to 100% of the Net Cash Proceeds in excess of such issuance amount from such disposition shall, at the option of the Borrower, (i) be deposited with the Administrative Agent pursuant to a security and control agreement reasonably satisfactory to the Administrative Agent and shall be disbursed (on terms satisfactory to the Administrative Agent) to repair, restore or incurrence toward replace such property or asset or (ii) be paid by the Borrower to the Administrative Agent and applied as a mandatory prepayment of principal of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity DateLoans; provided that if an Event of Default shall then exist, if the Company or any Restricted Subsidiary shall receive all Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant such disposition shall be prepaid and so applied to the Company’s or Bridge Loans immediately; and (d) Net Cash Proceeds of any Subsidiary’s equity compensation plansother material recovery event, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock including insurance proceeds in respect of the Company representing Data Security Breach of 2008 that are not used within 120 days of receipt to pay liabilities (or claimed liabilities) in connection with elections by shareholders respect of the Target Data Security Breach of 2008 or expenses arising therefrom (or to receive all or a portion of reimburse the equity component of their consideration in the form of cash from the sale of all or a portion of Borrower for such equity component payments theretofore made by the Company or its SubsidiariesBorrower), then within three (3) Business Days following the expiration of said 120-day period, an amount equal to 100% of such the Net Cash Proceeds shall be paid by the Borrower to the Administrative Agent and applied on the date of such issuance or sale toward the as a mandatory prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment principal of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphBridge Loans.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If any New Senior Unsecured Notes shall be issued or incurred by the Company Loan Party or any of its Restricted Subsidiary an amount equal to 100% Subsidiaries Disposes of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness Property (other than as set forth in clause any Disposition of any Property permitted by Section 7.8(a) through (ih), (j) or permitted under Section 6.18(k)) which results in the realization by such Person of Net Cash Proceeds, Borrower shall be issued or incurred by the Company or any Restricted Subsidiary prepay an aggregate principal amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) of Term Loans equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall within three (3) Business Days of receipt thereof by such Person (such prepayments to be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Dateas set forth in clause (v) below); provided, Loans hereunderhowever, if any, shall be subject that with respect to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from realized under a Disposition described in this Section 2.8(d)(i), at the election of Borrower, and so long as no Event of Default shall have occurred and be continuing or shall result therefrom, such Loan Party or such Restricted Subsidiary may reinvest all or any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% portion of such Net Cash Proceeds in operating assets or other assets useful to its business so long as within 180 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (as certified by Borrower in writing to Administrative Agent); and provided further, however, that (A) any Net Cash Proceeds not required or so reinvested within such 180-day period shall be immediately applied to repay the prepayment of the Term Loans as set forth in this Section 2.8(d)(i), and (B) if an Event of Default has occurred and is continuing at any time that any Loan Party or reduce commitments under any of its Restricted Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been reinvested, such Net Cash Proceeds shall be applied within three (3) Business Days following the Senior Secured Credit Facilities first occurrence of such Event of Default to the prepayment of the Term Loans as set forth in this Section 2.8(d)(i). (ii) [Reserved] 42297167v.11 (iii) Concurrently with the incurrence or issuance by any Loan Party of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 7.1), Borrower shall prepay the Term Loans in an amount equal the Net Cash Proceeds thereof, which prepayment shall be applied as set forth in clause (v) below. (iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Restricted Subsidiaries, and not otherwise included in clause (i) of this Section 2.8(d), Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom within one (1) Business Day of receipt thereof by such Loan Party or such Restricted Subsidiary (such prepayments to be applied as set forth in clause (v) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or any Permitted Refinancing payments in lieu thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities indemnity payments, at the election of Borrower (or any Permitted Refinancing thereof) permit such proceeds as notified by Borrower to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, Administrative Agent on or prior to the date five of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default shall have occurred and be continuing, such Loan Party or such Restricted Subsidiary may apply within 180 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real Property (or invest in other assets useful to the business of the Loan Parties) in respect of which such cash proceeds were received; and provided further, however, that (A) any cash proceeds not so applied within such 180-day period shall be applied not later than three (3) Business Days after following the date the financial statements for the fiscal quarter in which such event occurred are required expiration thereof to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Term Loans as set forth in this Section 2.6.4; provided that2.8(d)(iv), notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, and (B) if an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required of Default has occurred and is continuing at any time that any Loan Party or any of its Restricted Subsidiaries receives or is holding any Net Cash Proceeds which have not yet been applied to repay replace or reduce commitments under repair the Senior Secured Credit Facilities (equipment, fixed assets or any Permitted Refinancing thereof) or other senior secured Indebtedness that real Property in respect of which such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit cash proceeds were received, such cash proceeds to be shared with in accordance with their terms) shall be applied toward within three (3) Business Days following the first occurrence of such Event of Default to the prepayment of the Term Loans as set forth in this Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds 2.8(d)(iv). (v) Upon the occurrence of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary event triggering the prepayment requirement under clauses (i) through (iv) above, the Borrower shall deliver written notice thereof to the extent Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Except as otherwise requiredprovided under clause (ii) will above, each prepayment of the Loans under this Section 2.8(d) shall be limited applied as follows: first, ratably between the Initial Term Loans and (unless otherwise agreed by the applicable DDTL Lenders) any Delayed Draw Term Loans to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties remaining scheduled amortization payments of the directors Term Loans in inverse order of the relevant Restricted Subsidiaries) maturity, and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictionssecond, to the extent not created in contemplation of such prepayments. The non-application of any excess, to repay the Revolving Credit Loans, without a corresponding reduction in the Revolving Credit Commitments. (vi) If upon the repayment in full of all Term Loans, the Revolving Credit Commitment of Texas Capital Bank is not equal to or greater than the highest Revolving Credit Commitment held by any other Revolving Credit Lender, then Texas Capital Bank may request any or all of the other Lenders to sell and assign some or all of their respective Revolving Credit Commitments to Texas Capital Bank at such mandatory prepayment amounts Lenders’ option in compliance with such amount(s) as Texas Capital Bank may designate in order for Texas Capital Bank’s resulting Revolving Credit Commitment to be not less than that of any other Revolving Credit Lender. Absent contrary written agreement among the foregoing provisions affected parties (which shall not require the consent of this paragraph will not constitute an Unmatured Default or Default any other Person), any such sale and such amounts assignment shall be available for working capital purposes of made at par pursuant to an Assignment and Assumption, and the Company affected parties shall work together in good faith to consummate such sale and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment assignment not later than ten (subject 10) Business Days 42297167v.11 following Texas Capital Bank’s written notice to the considerations aboveapplicable Revolving Credit Lender(s) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with under this paragraphclause (vi).

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If for any New Senior Unsecured Notes reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be issued required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (ii) Subject to paragraph (v) of this Section 2.05(b), in the event and on each occasion that any Net Cash Proceeds are received by or incurred by on behalf of the Company Borrower or any Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (a) or (b) of the definition thereof, the Borrower shall, within thirty (30) days after such Net Cash Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds thereof shall be applied on Proceeds; provided that in the date case of any such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth event described in clause (ia) or permitted under Section 6.18(b) shall be issued or incurred by of the Company definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities applies (or any Permitted Refinancing thereofcommits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereofto apply) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of from such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. event (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject required pursuant to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered this paragraph in respect thereto, 100% of such Net Cash Proceeds except to the extent of any such Net Cash Proceeds therefrom that have not required or been so applied to repay or reduce commitments under by the Senior Secured Credit Facilities end of the twelve month (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds or, if committed to be shared with in accordance with their termsso applied within twelve months of the receipt of such Net Cash Proceeds, eighteen months) period following receipt of such Net Cash Proceeds, at the end of which period a prepayment shall be applied on or prior to the fifth Business Day after such receipt (or required in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount applicable percentage of such Net Cash Proceeds that have not been so applied; provided, further, that with respect to the relevant Reinvestment any Prepayment Event referenced in paragraph (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereofa) or other senior (b) of the definition thereof, the Borrower may use a portion of such Net Cash Proceeds to prepay or repurchase Indebtedness secured Indebtedness that by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds Other Applicable Indebtedness, in which case, the amount of prepayment required to be shared made with in accordance with their termsrespect to such Net Cash Proceeds pursuant to this Section 2.05(b)(ii) shall be applied toward deemed to be the prepayment amount equal to the product of (x) the applicable percentage of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, amount of amounts equal to, such Net Cash Proceeds multiplied by (y) a fraction, the numerator of any Asset Sale Prepayment Event which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (c) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph; (iii) Subject to paragraph (v) of this Section 2.05, following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2021, the Borrower shall prepay Term Loans in an aggregate amount equal to the Required Percentage of Excess Cash Flow for such fiscal year; provided that such amount shall be reduced by the aggregate principal amount of prepayments (other than prepayments pursuant to Sections 2.05(b)(ii), (iii) or Recovery Event by or (iv)) of a Foreign Subsidiary Term Loans, Other Applicable Indebtedness and Revolving Credit Loans (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibitedof, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign SubsidiariesRevolving Credit Loans, local law restrictions (a corresponding Revolving Credit Commitment reduction) made during such as restrictions relating to financial assistancefiscal year, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of no such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of required if the Company and its Restricted Subsidiariesamount that would be required to be repaid is less than or equal to $10,000,000. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of Each prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.pursuant

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If any New Senior Unsecured Notes Credit Party shall be issued or incurred by the Company or receive any Restricted Subsidiary an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if from any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or Asset Sale, any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Datefrom a Casualty Event, if the Company any Extraordinary Receipts or any Restricted Subsidiary shall receive Net Cash Proceeds from the incurrence of any Indebtedness (other than Indebtedness expressly permitted under Section 6.02) or any Net Cash Proceeds from the sale or issuance or sale of Capital Stock (other than a Specified Equity Issuance) (xeach such event, a “Prepayment Event”), then, not later than five (5) issuances pursuant Business Days after such Prepayment Event, Borrower shall, subject to Section 2.06(d), and at the times required therein, (i) apply such Net Cash Proceeds to the Company’s repayment of Loans in accordance with Section 2.06(b) and any Applicable Premium payable with respect thereto under Section 2.08, and/or (ii) solely in the case of the receipt by a Credit Party of Net Cash Proceeds from any Asset Sale, Casualty Event or Extraordinary Receipts, elect (by written notice to the Administrative Agent and the Lead Lender specifying the intended purpose and timing of reinvestment) to reinvest all or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by Net Cash Proceeds in Additional Assets and/or Capital Expenditures; provided that, in the Company or its Subsidiariescase of this clause (ii), 100% if all or any portion of such Net Cash Proceeds are not so used to reinvest in Additional Assets within 180 days from the occurrence of the applicable Prepayment Event, Borrower shall promptly provide notice thereof to the Administrative Agent and, subject to Section 2.06(d), such unused portion of Net Cash Proceeds shall be applied on the last date of such issuance or sale toward period to the prepayment of Loans; provided further that notwithstanding anything herein to the contrary, any Net Cash Proceeds received from any Asset Sale, Casualty Event or Extraordinary Receipts that are not reinvested pursuant to this Section 2.06(a) shall be applied to the repayment of Loans. After The provisions of this Section 2.06(a) do not constitute a consent to any Disposition or the Initial Bridge Loan Maturity Dateincurrence of any Indebtedness by any Credit Party. (ii) Within five (5) Business Days after the date Borrower is required to deliver financial statements pursuant to Section 5.01(a), commencing with the Fiscal Year ending December 31, 2023, and the related Compliance Certificate has been delivered pursuant to Section 5.01(c), Borrower shall cause to be prepaid in accordance with Section 2.06(b) below, an aggregate principal amount of Loans hereunderin an amount equal to the ECF Percentage of Excess Cash Flow for such Fiscal Year; provided that Borrower may elect to keep the greater of (A) up to $10,000,000 of cash and Cash Equivalents on its balance sheet at any time and (B) so long as an APOD approved by the Lead Lender remains in effect, if any, any unfunded Permitted APOD Capital Expenditures. (b) Each payment of Loans pursuant to Section 2.06(a) shall be subject accompanied by accrued and unpaid interest with respect thereto and other amounts pursuant to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, Section 2.09 and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if anySection 2.13. (c) On and after Borrower shall notify the Acquisition Closing DateAdministrative Agent of any mandatory prepayment required pursuant to Section 2.06(a) in writing, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event thennot later than 2:00 pm, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities one (1) Business Day (or such shorter period of time as the Administrative Agent may permit in its reasonable discretion) prior to any Permitted Refinancing thereof) or other senior secured Indebtedness that prepayment of the Loans pursuant to Section 2.06(a), such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds notice to include a certificate of a Financial Officer demonstrating the calculation of the amount required to be shared with prepaid. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in accordance with their termssuch certificate, Borrower shall be applied on or prior to promptly make an additional prepayment of the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event Loans in an amount less than $75,000,000equal to such excess, on or prior and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of a Financial Officer demonstrating the calculation of such excess. (d) Notwithstanding anything in this Agreement to the contrary, each Lender, in its sole discretion, may, but is not obligated to, waive Borrower’s requirement to make any prepayments pursuant to this Section 2.06(a) with respect to such Lender’s Applicable Percentage of such prepayment and such waiver shall not require a separate waiver and/or consent to this Agreement. Upon the dates set forth in Section 2.06(a) for any such prepayment, Borrower shall notify the Administrative Agent in writing of the amount that is available to prepay the Loans. Promptly after the date of receipt of the notice required by Section 2.06(c), the Administrative Agent shall provide written notice (the “Offer”) to the Lenders of the amount available to prepay the Loans. Any Lender declining such prepayment (a “Declining Lender”) shall give written notice (each, a “Rejection Notice”) thereof to the Administrative Agent by 2:00 p.m., no later than five (5) Business Days after the date of such notice from the financial statements for Administrative Agent; provided, that, if a Lender fails to deliver a Rejection Notice to the fiscal quarter in which Administrative Agent within the time frame specified above, such event occurred are required failure will be deemed an acceptance of such Lender’s pro rata share of the Offer. On such date, the Administrative Agent shall then provide written notice (the “Second Offer”) to the Lenders other than the Declining Lenders (such Lenders, the “Accepting Lenders”) of the additional amount available (due to such Declining Lenders’ declining such prepayment) to prepay Loans owing to such Accepting Lenders, with such available amount to be delivered allocated on a pro rata basis among the Accepting Lenders that accept the Second Offer. Any Lenders declining prepayment pursuant to Section 6.01(i) or (ii)) toward such Second Offer shall give written notice thereof to the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoingAdministrative Agent by 2:00 p.m., no later than each Reinvestment Prepayment Datethree (3) Business Days after the date of such notice of a Second Offer; provided, an amount equal that, if a Lender fails to deliver a Rejection Notice to the Reinvestment Prepayment Amount Administrative Agent within the time frame specified above, such failure will be deemed an acceptance of such Xxxxxx’s pro rata share of the Second Offer. Borrower shall prepay the Loans of the Accepting Lenders within one (1) Business Day after its receipt of notice from the Administrative Agent of the aggregate amount of such prepayment. Amounts remaining after the allocation of accepted amounts with respect to the relevant Reinvestment Event Second Offer to Accepting Lenders shall be retained by Borrower. (less amounts required or applied e) Borrower shall repay in cash to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds Administrative Agent for the ratable account of each Lender on the last Business Day of each Fiscal Quarter, commencing with the Fiscal Quarter ending September 30, 2023, an aggregate principal amount equal to be shared with in accordance with their terms2.50% of the aggregate principal amount of the Term Loan outstanding on the Effective Date. Each payment of Loans pursuant to Section 2.06(e) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event accompanied by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company accrued and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) unpaid interest with respect thereto and other amounts pursuant to non-Wholly Owned Restricted SubsidiariesSection 2.09 and Section 2.13, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphif any.

Mandatory Prepayment of Loans. (a) On and after The Borrower shall prepay principal amounts outstanding under the Acquisition Closing Date and prior to Loans within five Business Days of the Initial Bridge Loan Maturity DateBorrower's receipt thereof, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company or any Restricted Subsidiary in an amount equal to one hundred percent (100% %) of the Net Cash Proceeds thereof cash proceeds (net of reasonable transaction costs (including commissions, placement agent's discounts, reserves for liabilities, escrows and purchase price adjustments and taxes) from (A) non-ordinary course sales of assets or other dispositions of property owned by the Borrower, (B) the issuance of equity or equity-linked products of the Borrower, (C) the issuance of debt other than Permitted Indebtedness, and (D) insurance and condemnation recoveries. Mandatory prepayments shall be applied on to reduce the date Equipment Loans, in the inverse order of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 their maturities, and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior then to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Revolving Credit Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made if in connection with an asset sale the Borrower notifies the Administrative Agent in writing that it intends to use the net cash proceeds of such asset sale to acquire productive assets to be used by the Borrower in its business, the Borrower shall not be required to make a prepayment under this Section 2.5(c) until the day that is 90 days after application the day on which such net cash proceeds were received and the amount of such prepayment shall be the excess, if any, of such net cash proceeds over the amount thereof so reinvested prior to such 90th day. Any net cash proceeds that are the subject of a notice of the above provisions nature referred to in the preceding sentence shall be net of any costs, expenses or taxes incurred deposited in an interest-bearing account (the "REINVESTMENT ACCOUNT") which shall be maintained by the Company Borrower with the Administrative Agent, and which shall be under the sole dominion and control of the Administrative Agent. During a period of 90 days from the date of receipt of the applicable net cash proceeds, the Administrative Agent shall release to the Borrower or its Restricted Subsidiaries designee amounts in such Reinvestment Account from time to time as the Borrower provides evidence satisfactory to the Administrative Agent of the purchase of productive assets of the kind then used or usable in the business of the Borrower, and on the Business Day following the 90th day of such 90-day period, or upon the earlier occurrence of an Event of Default, the Administrative Agent shall apply all amounts remaining in the Reinvestment Account in the manner set forth above. Notwithstanding the foregoing, if in connection with an insurance or condemnation recovery the Borrower notifies the Administrative Agent in writing that it intends to use any portion (the "ASSET RESTORATION AMOUNT") of the net cash proceeds of such recovery to repair or replace productive assets of a kind then used or usable by the Borrower in its Affiliates business, the Borrower shall not be required to make a prepayment under this Section 2.5(c) on the Asset Restoration Amount until the day that is 90 days after the day on which such net cash proceeds were received and the amount of such prepayment shall be the excess, if any, of such Asset Restoration Amount over the amount thereof used by the Borrower for repairs or equity partners replacements prior to such 90th day. The Asset Restoration Amount shall be deposited in an interest-bearing account (the "RESERVE ACCOUNT") which shall be maintained by the Borrower with the Administrative Agent, and arising which shall be under the sole dominion and control of the Administrative Agent. During a period of 90 days from the date of receipt of the applicable net cash proceeds, the Administrative Agent shall release to the Borrower or its designee amounts in such Reserve Account from time to time as a result the Borrower provides evidence satisfactory to the Administrative Agent of compliance with this paragraphthe repair or replacement of productive assets of the kind then used or usable in the business of the Borrower, and on the Business Day following the 90th day of such 90-day period, or upon the earlier occurrence of an Event of Default, the Administrative Agent shall apply all amounts remaining in the Reserve Account in the manner set forth above.

Mandatory Prepayment of Loans. (a) On and If any Credit Party shall consummate any Asset Sale, incur any Indebtedness (other than Indebtedness permitted under Section 6.02) or realize proceeds from any Casualty Event above $500,000 individually or in the aggregate, then, in each case, not later than two (2) Business Days after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company or any Restricted Subsidiary an amount equal to 100% receipt of the Net Cash Proceeds thereof therefrom, the Borrower shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), apply 100% of such Net Cash Proceeds to the repayment of Loans and the payment of accrued and unpaid interest thereon and/or (ii) in the case of any Asset Sale elect (by written notice to the Administrative Agent) to reinvest all or any portion of such Net Cash Proceeds in Additional Assets; provided that, in the case of Asset Sales of Properties other than Non-Core Assets, the aggregate Net Cash Proceeds from all such Asset Sales which may be reinvested does not exceed $25,000,000 in the aggregate; provided further that if all or any portion of such Net Cash Proceeds are not so used to reinvest in Additional Assets within 360 days (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such issuance period (or sale toward such earlier date, as the case may be) to the prepayment of the Loans. After The provisions of this Section 2.07(a) do not constitute a consent to any Disposition or the Initial Bridge Loan Maturity Date, Loans hereunder, if any, incurrence of any Indebtedness by any Credit Party. (b) Each payment of Net Cash Proceeds pursuant to this Section 2.07 shall be subject to mandatory redemption provisions applicable applied on a pro rata basis to the Exchange Notes in the Exchange Indenture, then outstanding Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans or Eurodollar Loans and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if anyaccompanied by all accrued but unpaid interest thereon. (c) On The Borrower shall notify the Administrative Agent and after the Acquisition Closing DateLenders in writing of any prepayment hereunder not later than 12:00 p.m., if New York City time, three (3) Business Days before the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice date of prepayment. Each such notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, irrevocable and shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward specify the prepayment date and the principal amount of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) prepaid. All prepayments under this Section 2.07 shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepaymentsSection 2.16 but otherwise without premium or penalty. The non-application Promptly following receipt of any such mandatory prepayment amounts in compliance with notice, the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts Administrative Agent shall be available for working capital purposes advise the Lenders of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphcontents thereof.

Mandatory Prepayment of Loans. (a) On Prior to the Conversion Date, within (5) Business Days of receipt by any Loan Party of any Net Proceeds from the incurrence of any Indebtedness of such Loan Party not permitted to be incurred pursuant to Section 6.02, the Borrowers shall deposit 100% of such Net Proceeds into the Disbursement Account or another Controlled Account to be applied (to the extent not otherwise applied pursuant to the immediately succeeding proviso) to repay the Term Loans; provided that, subject to Section 2.09(d), the Borrowers may use a portion of the Net Proceeds to prepay or repurchase any other Indebtedness permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with such Net Proceeds, in each case in an amount not to exceed the product of (1) such Net Proceeds and (2) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding amount of Term Loans and such other Indebtedness. (b) Within five (5) Business Days after the receipt of any Net Proceeds from (1) a Disposition of Significant Assets (other than a Disposition constituting (x) to the extent the Net Proceeds are received prior to the Conversion Date, a Permitted DIP Disposition and (y) to the extent the Net Proceeds are received on and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Conversion Date, a Permitted Disposition), (i2) if any New Senior Unsecured Notes shall be issued or incurred by on and after the Company or any Restricted Subsidiary an amount equal Conversion Date, a Disposition of Collateral referred to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date definition of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock “Permitted Disposition” (other than a Disposition of a minority stake in the equity of [*]) or (x3) issuances pursuant a Recovery Event in respect of Significant Assets, in each case, Parent shall apply the Prepayment Percentage of such Net Proceeds: (i) to invest in or replace, purchase or acquire Significant Assets (or, in the case of Net Proceeds from a Disposition of Collateral or Recovery Event in respect of Collateral, new or additional Collateral), other than an investment in, purchase or acquisition of Significant Assets by a Non-Guarantor Acquired Airline, within 365 days after the sale or other Disposition, or Recovery Event, that generated the Net Proceeds; provided that, Parent will be deemed to have complied with this clause (i) if and to the Company’s extent that, within 365 days after the sale or other Disposition, or Recovery Event, that generated the Net Proceeds, Parent or any Subsidiary’s equity compensation plansof its Restricted Subsidiaries has entered into and not abandoned or rejected a binding agreement to acquire, employee stock purchase plan or invest in the assets that would constitute Significant Assets (or Collateral, as applicable) in compliance with this clause (i), and any dividend reinvestment that acquisition, purchase or direct purchase plan and issuances similar investment is thereafter completed within 180 days after the end of such 365-day period); or (ii) to repay the foregoing and Term Loans (y) for provided that, subject to Section 2.09(d), the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target Borrowers may elect to receive all or use a portion of the equity component Net Proceeds to prepay or repurchase any other Indebtedness that is pari passu in right of their consideration in payment and security with the form of cash from Term Loans (and to permanently reduce commitments with respect thereto) to the sale of all extent such other Indebtedness and the Liens securing the same are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or a portion of such equity component by the Company or its Subsidiaries), 100% of repurchase thereof with such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity DateProceeds, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the each case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000not to exceed the product of (1) such Net Proceeds and (2) a fraction, on or prior the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding amount of Term Loans and such other Indebtedness). Notwithstanding any other provisions of this Section 2.09(b), (A) to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) extent any or (ii)) toward the prepayment all of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event Disposition by a Restricted Subsidiary or the Net Proceeds of a Recovery Event received by a Restricted Subsidiary are prohibited or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent delayed by (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted any contractual restriction permitted by this Agreement or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, any applicable local law restrictions (such as restrictions relating to including financial assistance, corporate benefit, benefit restrictions on upstreaming of cash intra-intra group and the fiduciary and statutory duties of the directors of such Restricted Subsidiary) from being repatriated or passed on to or used for the relevant benefit of the Borrowers or if Parent has determined in good faith that repatriation of any such amount to the Borrowers would have material adverse tax consequences (including a material acceleration of the point in time when such earnings would otherwise be taxed) with respect to such amount, the portion of such Net Proceeds so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.09(b) but may be retained by the applicable Restricted SubsidiariesSubsidiary so long, but only so long, as the applicable contractual restriction or local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrowers, or Parent believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Proceeds is permitted under the applicable contractual agreement or local law or Parent determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Proceeds will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.09(b) (provided that no such prepayment of the Term Loans pursuant to this Section 2.09(b) shall be required in the case of any such Net Proceeds the repatriation of which Xxxxxx believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments (after giving effect to the reinvestment period therefor), Parent applies an amount equal to the amount of such Net Proceeds to such reinvestments or prepayments as if such Net Proceeds had been received by Parent rather than such Restricted Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Proceeds had been repatriated). (c) Amounts required to be applied to the prepayment of Loans pursuant to Section 2.09(a) and (b) shall be applied in accordance with respect Section 2.14(e)(ii). The application of any prepayment pursuant to non-Wholly Owned Restricted Subsidiariesthis Section 2.09 shall be made, organizational document restrictionsfirst, to ABR Loans and, second, to Term SOFR Loans (or, if applicable RFR Loans). Term Loans prepaid pursuant to this Section 2.09 may not be reborrowed. (d) To the extent the holders of Indebtedness that is pari passu in right of payment and security with the Term Loans decline to have such Indebtedness repurchased, repaid or prepaid with any such Net Proceeds, the declined amount of such Net Proceeds shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Proceeds would otherwise have been required to be applied if such other pari passu Indebtedness was not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of then outstanding). (e) All prepayments under this paragraph will not constitute an Unmatured Default or Default and such amounts Section 2.09 shall be available for working capital purposes accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of the Company prepayment, plus any accrued and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate unpaid fees and any such restrictions and/or minimize any such losses, costs of prepayment (subject to the considerations above) to make the relevant paymentand expenses, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphmore fully described in Section 2.12 hereof.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if Concurrently with any New Senior Unsecured Notes Disposition permitted by Section 8.8(c) and Section 8.8(d), Borrowers shall use 100% of the net cash proceeds of such Disposition that are not intended to be used to purchase other Solar Panel Systems to replace such Solar Panel Systems within 90 days from the date of such disposition to prepay the outstanding principal of the Loans, which prepayment shall be issued or incurred applied to be applied in accordance with clause (vii) below. (ii) Concurrently with the issuance by the Company any Borrower or any Restricted Subsidiary of any of its stock or other equity interests (other than to another Obligated Party), Borrowers shall prepay the Loans in the amount equal to 100% of the net cash proceeds thereof, which prepayment shall be applied in accordance with clause (vii) below. (iii) Concurrently with the incurrence or issuance by any Borrower or any Subsidiary of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to Section 8.1), Borrowers shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds thereof net cash proceeds thereof, which prepayment shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with applied in accordance with their termsclause (vii) below. (iv) Concurrently with any Extraordinary Receipt, Borrowers shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds net cash proceeds thereof other than net proceeds that are intended to be used to repair, restore or replace the equipment, fixed assets or real property in respect of which such net cash proceeds were received to the extent that such repair, restoration or replacement is permitted under Section 7.5(c), which prepayment shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth to be applied in Section 2.6.4accordance with clause (vii) below. (bv) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock All net cash proceeds retained by Borrowers under clauses (other than (xi) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (yiv) above shall be maintained in the Depository Account or such other segregated depository account maintained with the Administrative Agent in the name of Borrowers, and if such net cash proceeds are not used for the avoidance of doubt, issuances or sales of Capital Stock of purposes and within the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, time frames provided under clauses (i) and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (civ) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt above (or in the case of an Asset Sale Prepayment Event or Recovery Event clause (iv) within the time frame provided in an Section 7.5(c)), such proceeds shall be promptly paid to Administrative Agent to be applied in accordance with clause (vii) below. (vi) If at any time the Total Outstandings exceeds the Maximum Loan Amount at such time, then Borrowers shall immediately prepay the entire amount less than $75,000,000of such excess to Administrative Agent, on or prior for the ratable account of Lenders, which prepayment shall be applied in accordance with clause (vii) below. (vii) Any prepayment of Loans pursuant to this Section 2.6(d) shall be applied to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment unpaid scheduled installment payments of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than inverse order of maturity. (viii) Borrowers shall prepay the Loans on each Reinvestment Prepayment Date, Principal Payment Date in an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event one-hundred percent (less amounts required or 100%) of Excess Cash as of such Principal Payment Date, which prepayment shall be applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their termsclause (vii) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.

Mandatory Prepayment of Loans. (a) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, (i) if If for any New Senior Unsecured Notes reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be issued required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. (ii) Subject to paragraph (v) of this Section 2.05(b), in the event and on each occasion that any Net Cash Proceeds are received by or incurred by on behalf of the Company Borrower or any Restricted Subsidiary in respect of any Prepayment Event referred to in paragraph (a) or (b) of the definition thereof, the Borrower shall, within thirty (30) days after such Net Cash Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment), in each case in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds thereof shall be applied on Proceeds; provided that in the date case of any such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth event described in clause (ia) or permitted under Section 6.18(b) shall be issued or incurred by of the Company definition of the term “Prepayment Event,” if the Borrower or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities applies (or any Permitted Refinancing thereofcommits pursuant to a binding contractual arrangement (including pursuant to a letter of intent) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereofto apply) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of from such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4. event (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% thereof) within twelve months after receipt of such Net Cash Proceeds to reinvest such proceeds in the business, including in assets of the general type used or useful in the business of the Borrower and the Restricted Subsidiaries (including in connection with an acquisition or capital expenditures), then no prepayment shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject required pursuant to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered this paragraph in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior except to the fifth Business Day after extent of any such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event therefrom that have not been so applied by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra83 US-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraph.DOCS\140506888.9146702970.6

Mandatory Prepayment of Loans. (a) On and after Unless the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity DateMajority Lenders shall otherwise agree in writing, (i) if any New Senior Unsecured Notes Credit Party shall be issued consummate any Asset Sale or incurred by the Company or incur any Restricted Subsidiary an amount equal to 100% Indebtedness (other than Indebtedness permitted under Section 6.02), then, not later than two Business Days after receipt of the Net Cash Proceeds thereof therefrom, the Borrower shall (i) apply all or any portion of such Net Cash Proceeds to the repayment of Loans and the payment of accrued and unpaid interest and the Applicable Premium payable under Section 2.09, and/or in the case of any Asset Sale (ii) elect (by written notice to the Administrative Agent) to reinvest all or any portion of such Net Cash Proceeds in Additional Assets; provided that, in the case of Asset Sales of Properties other than Non-Core Assets, the aggregate Net Cash Proceeds from all such Asset Sales which may be reinvested does not exceed $25.0 million in the aggregate; provided further that if all or any portion of such Net Cash Proceeds are not so used to reinvest in Additional Assets within 360 days (or such earlier date, if any, as the applicable Credit Party determines not to reinvest such Net Cash Proceeds as set forth above), such remaining portion shall be applied on the last date of such issuance period (or incurrence toward such earlier date, as the case may be) to the prepayment of Loans. The provisions of this Section 2.07(a) do not constitute a consent to any Disposition or the Loans as set forth in Section 2.6.4 and (ii) if incurrence of any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if any, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4Party. (b) On and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Each payment of Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to this Section 2.07 shall be allocated to principal prepayment and the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock payment of the Company representing or in connection with elections by shareholders accrued but unpaid interest on the amount of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its Subsidiaries), 100% of such Net Cash Proceeds shall be applied on prepaid principal through the date of such issuance or sale toward prepayment and the prepayment Applicable Premium on the amount of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if anyprepaid principal required under Section 2.09. (c) On and after The Borrower shall notify the Acquisition Closing Date, if the Company or Administrative Agent of any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered mandatory prepayment pursuant to Section 6.01(i2.07(a) or (ii)b) toward in writing, not later than 12:00 noon, New York City time, two (2) Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid and a reasonably detailed calculation of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created in contemplation of such prepaymentsprepayment. The non-application Promptly following receipt of any such mandatory prepayment amounts in compliance with notice, the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts Administrative Agent shall be available for working capital purposes advise the Lenders of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphcontents thereof.

Mandatory Prepayment of Loans. (a) On In the event and after the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Date, on such occasion that (i) if the Total Revolving Extensions of Credit exceed the Total Commitments or (ii) the Total Revolving Extensions of Credit (excluding for such purposes Protective Advances) exceed the Borrowing Base, the Borrower shall promptly (and in any New Senior Unsecured Notes event within two Business Days) prepay (or in the case of L/C Exposure, cash collateralize) the Revolving Loans, L/C Exposure and/or (in the case of clause (i) above) the Protective Advances in an aggregate amount equal to such excess (it being understood that the Borrower shall prepay Revolving Loans and/or Protective Advances prior to cash collateralization of L/C Exposure). (b) In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any Loan Party in respect of any Disposition (other than a Disposition pursuant to Section 7.5(b) or any Specified Disposition) of assets included in the Borrowing Base, the Borrower shall, immediately after such Net Cash Proceeds are received by the Borrower or any Loan Party, first, prepay the Revolving Loans and, second, cash collateralize the L/C Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Cash Proceeds, provided that, for so long as Full Cash Dominion is not in effect, the Borrower shall have 90 days after receipt of such Net Cash Proceeds to apply the Net Cash Proceeds from such event (or a portion thereof) to acquire (or replace or rebuild) real property, equipment or other tangible assets (including inventory) to be used in the business of the Loan Parties and no prepayment shall be issued or incurred required pursuant to this paragraph in respect of the portion of such Net Cash Proceeds so applied; provided further that (i) to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the Company end of such 90 day period, a prepayment shall be required at such time in an amount equal to such Net Cash Proceeds that have not been so applied (ii) to the extent Full Cash Dominion is in effect at any time during such 90 day period, a prepayment shall immediately be required at such time in amount equal to such Net Cash Proceeds that have not been so applied. (c) In the event and on each occasion that the Borrower or any Restricted Subsidiary consummates a Specified Disposition, the Borrower shall, immediately upon the Borrower’s or any Restricted Subsidiary’s receipt of the proceeds therefrom, first, prepay the Revolving Loans and, second, if and to the extent required by Section 2.11(a), cash collateralize the L/C Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of the Net Cash Proceeds thereof value ascribed to those Borrowing Base assets Disposed of in such Specified Disposition in the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 6.2(g). (d) Subject to clause second of Section 2.11(c), the application of any prepayment pursuant to this Section 2.11 shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company or any Restricted Subsidiary an amount (less the amount required or applied, if anyfirst, to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds ABR Loans, second, to be shared with in accordance with their terms) equal Term SOFR Loans and third, to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.6.4cash collateralize L/C Obligations. (be) On and after each Business Day during any Full Cash Dominion Period, the Acquisition Closing Date and prior Administrative Agent shall apply, subject to the Initial Bridge Loan Maturity Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or sale of Capital Stock (other than (x) issuances pursuant to the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock of the Company representing or in connection with elections by shareholders of the Target to receive all or a portion of the equity component of their consideration in the form of cash from the sale of all or a portion of such equity component by the Company or its SubsidiariesSection 2.17(b), 100% all funds credited to any applicable Collection Account as of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Date, Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably with any such Exchange Notes and, if applicable10:00 A.M., New Senior Unsecured NotesYork City time, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of on such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (whether or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (x) the repatriation of Foreign Subsidiaries’ funds to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably be expected to result in adverse tax consequences to the Company and its Restricted Subsidiaries or (z) such funds originate at the Target or its Subsidiaries prior to the Domination Agreement Effective Date. All mandatory prepayments are subject to permissibility under (a) in the case of Foreign Subsidiaries, local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiariesnot immediately available) and first to prepay any Protective Advances that may be outstanding, second to prepay other Revolving Loans (b) with respect to non-Wholly Owned Restricted Subsidiaries, organizational document restrictions, to the extent not created without a corresponding reduction in contemplation of such prepayments. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment (subject to the considerations above) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphCommitments).

Mandatory Prepayment of Loans. (a) On and Not later than the next Business Day after it receives Net Cash Proceeds from any Disposition in excess of $25,000,000 in the Acquisition Closing Date and prior to the Initial Bridge Loan Maturity Dateaggregate in any period of twelve consecutive months, (i) if any New Senior Unsecured Notes shall be issued or incurred by the Company or any casualty event or loss, of Borrowing Base Properties pursuant to clause (c) of Section 7.05, the Borrower shall, or shall cause one or more of its Restricted Subsidiary an amount equal to Subsidiaries to, apply 100% of the Net Cash Proceeds thereof received in respect of such Disposition or casualty event or loss to prepay outstanding Loans in accordance with Section 2.11(d) hereof, together with any applicable Prepayment Premium; provided that such Net Cash Proceeds shall only be required to be applied on as provided above to the date of extent (if any) that any such issuance or incurrence toward Net Cash Proceeds remain after the prepayment of the Loans as set forth in Section 2.6.4 and (ii) if any other Indebtedness (other than as set forth in clause (i) or permitted under Section 6.18) shall be issued or incurred by the Company Borrower or any Restricted Subsidiary shall have made (x) any mandatory prepayments of any credit extension required by the First Lien Facility and (y) any additional prepayment of any credit extension then outstanding under the First Lien Facility as the Borrower shall elect provided that concurrently with any such additional prepayment the Borrower shall permanently reduce the aggregate commitment amount under the First Lien Facility by an amount (less the amount required or appliedequivalent amount; further provided, however, that, if any(1) the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent not later than concurrently with the consummation of such Disposition or settlement of such casualty event or loss setting forth the Borrower’s intent to reinvest such Net Cash Proceeds in property of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries within 90 days of receipt of such Net Cash Proceeds, provided, that if the Borrower has signed a purchase and sale agreement to repay acquire such property within such 90 day period, then it shall have an additional 90 days in which to consummate such acquisition, and (2) no Default shall have occurred and shall be continuing at the time of such certificate or reduce commitments under at the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that proposed time of the application of such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit Net Cash Proceeds, then such proceeds Net Cash Proceeds shall not be required to be shared with applied in accordance with their termsthe foregoing provisions of this Section 2.11(a) unless and until such 90-day period has elapsed and all or any portion of such Net Cash Proceeds shall not have been so reinvested, at which time all or any remaining portion of such Net Cash Proceeds shall immediately be applied in accordance with this Section 2.11(a) and Section 2.11(d). (b) In the event and on each occasion that an Equity Issuance occurs, the Borrower shall, or shall cause one or more of its Restricted Subsidiaries to, concurrently with (and in any event not later than the third Business Day next following) the receipt by the Borrower or any of its Restricted Subsidiaries of the Net Cash Proceeds of such Equity Issuance, apply an amount equal to 10050% of the Net Cash Proceeds thereof therefrom to prepay outstanding Loans in accordance with Section 2.11(d), together with any applicable Prepayment Premium; provided that such Net Cash Proceeds shall only be required to be applied on to the date extent (if any) that such Net Cash Proceeds remain after making (i) any mandatory prepayments of such issuance or incurrence toward any credit extension required by the First Lien Facility and (ii) any additional prepayment of any credit extension then outstanding under the Loans First Lien Facility as set forth in Section 2.6.4the Borrower shall elect provided that concurrently with any such additional prepayment the Borrower shall permanently reduce the aggregate commitment amount under the First Lien Facility by an equivalent amount. (bc) On and after In the Acquisition Closing Date and prior to event that the Initial Bridge Loan Maturity Date, if the Company Borrower or any Restricted Subsidiary Guarantor or any of their Subsidiaries shall receive Net Cash Proceeds from the issuance or sale incurrence of Capital Stock Indebtedness for borrowed money by the Borrower or any Guarantor or any of its or their Restricted Subsidiaries (other than (x) issuances any cash proceeds from the issuance of Indebtedness permitted pursuant to Section 7.03 (it being acknowledged that any such issuance or incurrence of Indebtedness for borrowed money not otherwise permitted under Section 7.03 shall require the Company’s or any Subsidiary’s equity compensation plans, employee stock purchase plan and any dividend reinvestment or direct purchase plan and issuances similar to the foregoing and (y) for the avoidance of doubt, issuances or sales of Capital Stock approval of the Company representing or Required Lenders)), the Borrower shall, concurrently with (and in connection with elections by shareholders of any event not later than the Target to receive all or a portion of third Business Day next following) the equity component of their consideration in the form of cash from the sale of all or a portion receipt of such equity component Net Cash Proceeds by the Company or its Subsidiaries)such Person, apply an amount equal to 100% of such Net Cash Proceeds shall be applied on the date of such issuance or sale toward the prepayment of the Loans. After the Initial Bridge Loan Maturity Datetherefrom to prepay outstanding Loans in accordance with Section 2.11(d), Loans hereunder, if any, shall be subject to mandatory redemption provisions applicable to the Exchange Notes in the Exchange Indenture, and shall be entitled to offers for mandatory redemption ratably together with any such Exchange Notes and, if applicable, New Senior Unsecured Notes, if any. (c) On and after the Acquisition Closing Date, if the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale applicable Prepayment Event or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereto, 100% of Premium; provided that such Net Cash Proceeds not required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to shall only be shared with in accordance with their terms, shall be applied on or prior to the fifth Business Day after such receipt (or in the case of an Asset Sale Prepayment Event or Recovery Event in an amount less than $75,000,000, on or prior to the date five Business Days after the date the financial statements for the fiscal quarter in which such event occurred are required to be delivered pursuant to Section 6.01(i) or (ii)) toward the prepayment of the Loans as set forth in Section 2.6.4; provided that, notwithstanding the foregoing, no later than each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event (less amounts required or applied to repay or reduce commitments under the Senior Secured Credit Facilities (or any Permitted Refinancing thereof) or other senior secured Indebtedness that such Senior Secured Credit Facilities (or any Permitted Refinancing thereof) permit such proceeds to be shared with in accordance with their terms) shall be applied toward the prepayment of the Loans as set forth in Section 2.6.4. Prepayments from, and, without duplication, of amounts equal to, Net Cash Proceeds of any Asset Sale Prepayment Event or Recovery Event by or of a Foreign Subsidiary (to the extent otherwise required) will be limited to the extent (xif any) that such Net Cash Proceeds remain after making (i) any mandatory prepayments of any credit extension required by the repatriation First Lien Facility and (ii) any additional prepayment of Foreign Subsidiaries’ funds any credit extension then outstanding under the First Lien Facility as the Borrower shall elect provided that concurrently with any such additional prepayment the Borrower shall permanently reduce the aggregate commitment amount under the First Lien Facility by an equivalent amount. (d) Each prepayment of Borrowings pursuant to fund such prepayments is prohibited, restricted or delayed by applicable laws, (y) repatriation of Foreign Subsidiaries’ funds to fund such prepayment could reasonably this Section 2.11 shall be expected to result in adverse tax consequences applied ratably to the Company and its Restricted Subsidiaries or (z) such funds originate at Loans included in the Target or its Subsidiaries prior prepaid Borrowings. Prepayments pursuant to this Section 2.11 shall be accompanied by accrued interest to the Domination Agreement Effective Date. All mandatory prepayments are subject extent required by Section 2.13 and, any applicable Prepayment Premium to permissibility under the extent required by such clauses (a) in the case of Foreign Subsidiaries), local law restrictions (such as restrictions relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Restricted Subsidiaries) and (b) with respect or (c), as applicable. (e) The Borrower shall deliver to non-Wholly Owned Restricted Subsidiariesthe Administrative Agent, organizational document restrictionsat the time of each prepayment required under this Section 2.11, (i) a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent not created in contemplation practicable, at least three days prior written notice of such prepaymentsprepayment. The non-application of any such mandatory prepayment amounts in compliance with the foregoing provisions of this paragraph will not constitute an Unmatured Default or Default and such amounts shall be available for working capital purposes of the Company and its Restricted Subsidiaries. The Company will undertake to use commercially reasonable efforts to overcome or eliminate any such restrictions and/or minimize any such costs Each notice of prepayment shall specify the prepayment date, the Type of each Borrowing being prepaid and the principal amount of each Loan (subject to the considerations aboveor portion thereof) to make the relevant payment, other than, for the avoidance of doubt, to the extent resulting from asset sales or operations of the Target and its Restricted Subsidiaries prior to the Domination Agreement Effective Date. Notwithstanding the foregoing, any prepayments made after application of the above provisions shall be net of any costs, expenses or taxes incurred by the Company and its Restricted Subsidiaries or any of its Affiliates or equity partners and arising as a result of compliance with this paragraphprepaid.